HomeMy WebLinkAboutSDP 13-02; La Costa Town Square 63; Site Development Plan (SDP) (3)CITY OF
CARLSBAD
LAND USE REVIEW
APPLICATION
P-1
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
APPLICATIONS APPLIED FOR: (CHECK BOXES)
Development Pennits
0 Administrative Pennit
0 Coastal Development Pennit (*) 0 Minor
D Conditional Use Pennit (*)
D Minor 0 Extension
0 Environmental Impact Assessment
0 Habitat Management Pennit 0 Minor
D Hillside Development Pennit r>
0 Planned Development Pennit
0 Residential 0 Non-Residential
0 Planned Industrial Pennit
0 Planning Commission Detennination
18'1 Site Development Plan
0 Special Use Pennit
0 Tentative Tract Map
0 Variance 0 Administrative
(FOR DEPT. USE ONLY) Legislative Permits
1~\~0'i-
0 General Plan Amendment
0 Local Coastal Program Amendment (*)
0 Master Plan 0 Amendment
0 Specific Plan 0 Amendment
0 Zone Change (*)
0 Zone Code Amendment
Ust other applications not specified
D
D
0
(*) = eligible for 25% discount
(FOR DEPT. USE ONLY)
t--------1
NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPUCAOONS MUST BE SUBMI1TED PRIOR TO 3:30P.M. A PROPOSED PROJECT REQUIRING ONLY ONE
APPUCAOON MUST BE SUBMITTED PRIOR TO 4:00P.M.
ASSESSOR PARCEL NO(S).: 223-050-74
PROJECT NAME: La Costa Town Square --------------~-------------------------------------------BRIEF DESCRIPTION OF PROJECT: Request for approval of Site Development Plan for unit plotting
And architectural design.
BRIEF LEGAL DESCRIPTION: Parcel 4 of City of Carlsbad Minor Subdivision No 04-08 recorded by the
County recorder of the County of San Diego as Parcel map No. 20982.
LOCATION OF PROJECT: N/A
ON THE: North SIDE OF
(NORTH, SOUTH, EAST, WEST)
BETWEEN Rancho Santa Fe Road AND
(NAME OF STREET)
STREET ADDRESS
La Costa Ave
(NAME OF STREET)
La Costa Avenue
(NAME OF STREET)
)XVD f D2J.f
p.,,.. 1 nfR
•
OWNER NAME (Print): Development Solutions APPLICANT NAME (Print): Davidson Builders Inc. 2LAC, LLC
MAILING ADDRESS: 1302 Camino Del Mar MAILING ADDRESS: 1302 Camino Del Mar
CITY, STATE, ZIP: Del Mar, CA 92014 CITY, STATE, ZIP: Del Mar, CA 92014
TELEPHONE: 858 259 8500 TELEPHONE: 858 259 8500
EMAIL ADDRESS: henthorn@jhenthorn.com EMAIL ADDRESS: henthorn@jhenthorn.com
I CERTIFY THAT I AM THE LEGAL OWNER AND THAT All THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER
INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT All THE ABOVE INFORMATION IS TRUE AND CORRECT TO
KNOWLEDGE. D ~\8\6 THE BEST OF MY KNOWLEDGE.
(3181\B '/... .i'-~J)~ w'--~ ..
SIGNATURE DATE SIGNATURE DATE
APPLICANTS REPRESENTATIVE (Print): Jack Henthorn
MAILING ADDRESS: P.O. Box 237
CITY, STATE, ZIP: Carlsbad,CA 92018
TELEPHONE: 760 438 4090
EMAIL ADDRESS: henthorn@jhenthorn.com
I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE 'r AAD m ~ ABCNE INFORMATION IS TRUE AND ~~TO TH ST 0 KNOWLEDGE. ~ ?" (£.11~ ~-7-13
SIGJIATURE DATE
._./
[IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING
·COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS
APPLICATION. INVE CONSENT TO ENTRY FOR THIS PURPOSE.
NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING
RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH
THE LAND AND BIND ANY SUCCESSORS IN INTEREST. 'tS'-G~
PROPERTY OWNER SIGNATURE
FOR CITY USE ONLY
P-1 Paae 3 of6
MAR 0 8 2013
CITY OF CARLSBAD
PLANNING DIVISION
DATE STAMP APPLICATION RECEIVED
RECEIVED BY:
I ~
Revised 07/10
}·~ '~~
/ CITY OF
DISCLOSURE
STATEMENT
P-1(A)
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov CARLSBAD
Applicant's statement or disclosure of certain ownership interests on all applications which will
require discretionary action on the part of the City Council or any appointed Board, Commission
or Committee.
The following information MUST be disclosed at the time of application submittal. Your project
cannot be reviewed until this information is completed. Please print.
Note:
Person is defined as •Any individual, firm, co-partnership, joint venture, association, social club, fraternal
organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county,
city municipality, district or other political subdivision or any other group or combination acting as a unit."
Agents may sign this document; however, the legal name and entity of the applicant and property owner
must be provided below.
1. APPLICANT (Not the applicant's agent)
2.
P-1(A)
Provide the COMPLETE. LEGAL names and addresses of & persons having a
financial interest in the application. If the applicant includes a corporation or partnership,
include the names, titles, addresses of all individuals owning more than 10% of the
shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE
INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned
corporation, include the names, titles, and addresses of the corporate officers. (A
separate page may be attached if necessary.)
Person William A. Davidson Corp/Part Davidson Builders Inc
Title. __ .,:;..P~re:::~:s~id~e~n'-l:..t ------
Address. _________ _
OWNER (Not the owner's agent)
Title~-----------
Address._-Lo13.u.O~..t~.2....JC~..:oawmJJJJ.inwouD-'~ew.a1-LM~::~rL:...-__
Del Mar, CA 92014
Provide the COMPLETE. LEGAL names and addresses of ALL persons having any
ownership interest in the property involved. Also, provide the nature of the legal
ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the
ownership includes a corporation or partnership, include the names, titles, addresses of
all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE
THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE
SPACE BELOW. If a publicly-owned corporation, include the names, titles, and
addresses of the corporate officers. (A separate page may be attached if necessary.)
Person William A. Davidson
Title Authorized Representative
Address. _________ _
Corp/Part Development Solutions 2LAC, LLC
Title. _____________ _
Address 1302 Camino Del Mar
Del Mar, CA 92014
Page 1 of2 Revised 07/10
•
3. NON-PROFIT ORGANIZATION OR TRUST
If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust,
list the names and addresses of ANY person serving as an officer or director of the non-
profit organization or as trustee or beneficiary of the.
Non Profit/Trust Non Profit/Trust._ _______ _
Title Title. ___________ _
Address. _________ _ Address. ___________ _
4. Have you had ore than $500 worth of business transacted with any member of City
staff, Boards, ommissions, Committees and/or Council within the past twelve (12)
months?
Oves If yes, please indicate person{s): __________ _
NOTE: Attach additional sheets if necessary.
I certify that all the above information is true and correct to the best of my knowledge.
X ~\--GD4--
Signature of owner/date
,( ~\..J::J,\J__
Signature of applicant/date
William A. Davidson William A. Davidson
Print or type name of owner Print or type name of applicant
N/A
Signature of owner/applicant's agent if applicable/date
Print or type name of owner/applicant's agent
P-1(A} Page2 of2 Revised 07/10
.~ ...
''4 ·~ CITY OF
CARLSBAD
PROJECT
DESCRIPTION
P-1(8)
PROJECT NAME: I a Casta Town Scpmre
APPLICANT NAME: Davidson Builders Inc
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
Please describe fully the proposed project by application type. lndude any details necessary to
adequately explain the scope and/or operation of the proposed project. You may also include
any background information and supporting statements regarding the reasons for, or
appropriateness of, the application. Use an addendum sheet if necessary.
Description/Explanation:
Request for site development plan approval for unit plotting and architectural design.
P-1(8) Page 1 of1 Revised 07/10
--------------------
~ . ., ;\, ,,
~;·CITY Or
CARLSBAD
HAZARDOUS WASTE
AND SUBSTANCES
STATEMENT
P-1(C)
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
Consultation of Lists of Sites Related to Hazardous Wastes
{Certification of Compliance with Government Code Section 65962.5)
Pursuant to State of California Government Code Section 65962.5, I have consulted the
Hazardous Waste and Substances Sites List compiled by the California Environmental
Protection Agency and hereby certify that (check one):
~e development project and any alternatives proposed in this application are not contained on the
lists compiled pursuant to Section 65962.5 of the State Government Code.
0 The development project and any alternatives proposed in this application .!!!! contained on the lists
compiled pursuant to Section 65962.5 of the State Government Code.
APPLICANT
Name: Davidson Builders Inc.
Address:l302 Camino Del Mar
Del Mar, CA. 92014
Phone Number:4s.;l<ss~2 ... 5.;~;9o~-<ilh:5~o~O-------
PROPERTY OWNER
Name: Development Solutions
2LAC,LLC
Address: 1302 Camine Del Mar
Del A-'fmr, CA 92014
Phone Number: __ ---48~5rR8-92L&iS.Q-9~8~50RfO~--
Address of Site: __ N_I_A _________________________ _
Local Agency (City and County): __ ~C:!!ity:L!:o:!.f~C::!::ar~l~sb~ad~, ~C~o~un!!!ty.!:,l:....!o>!.!f~S~anY.UD.£.iLliie•go~------
Assessor's book, page, and parcel number:_::2~2~3:.l-0!.::5~0~-7~..::.4L--------------
N/A
Specify list(s>=·----------------------------
Regulatory Identification Number: ___ N_/ A __________________ _
Date of list:._~N...:../:..:A:__ _________________________ _
\N'-~D~ X Applicant Signature/Date Property Owner Signature/Date
The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local
agencies and developers to comply with the California Environmental Quality Act requirements
in providing information about the location of hazardous materials release sites.
P-1(C) Page 1 of2 Revised 07/10
ENVIRONMENTAL INFORMATION FORM
(To be Completed by Applicant)
Date Filed: >/B(2tJ C> (To be completed by City)
Application Number(s): --"-'>_,l>oo:;;......,P....._ ....... (=)_-o __ 2-_______________ _
Generallnfonnation
1. Namemprojea: --~~---------------------------------------------
2. Name m developer or project sponsor: __..D""au.v~id...,s~o...,.n...~.B""u.u.i~ldu.e""'rs~lu.nu.c..__ ________________ _
Address: 1302 Camino Del Mar --------~~~~~~~~--------------------------------
City, State, Zip Code: __ D_e_l_M_ar____;:_, C_A_92_0_1_4 _____________ _
Phone Number: _____ 8_58_2_59_85_0_0 _______________ _
3. Name of person to be contacted concerning this project: _ILI:la~ckA-LH..u.eoJJnwthwo..u.m.u_ ____________ _
Address: PO Box 23 7
City, State, Zip Code: Carlsbad, CA 92018
Phone Number: 760 438-4090
4. Address of Project _N_I_A _____________________ _
~rsParceiNumber: ~2-2~3~-0~5~0~-7~4~-------------------
5. List and describe any other related permits and other public approvals required for this project,
including those required by city, regional, state and federal agencies:
6. Existing General Plan Land Use Designation: ____ ..;;;RL=M=-----------------
7. Existing zoning district _P_C ___________________________________________ _
8. Existing land use(s): ......l'""'' a""c~WI""'t'-~s'~.~o~l.lb~d .. i..¥.v.l.:ii~"'io.liD~o----------------------------
9. Proposed use of site (Project for which this form is filed): 63 units-Single Family Residential
Project Description
10. Site size: _______________ 2_4_._3_A_c_r_e_s ------------------------------
11. Proposed Building square footage: ___ ....;;2;;,;;3__;;5__;;0_+..;,/_-t.;;.,:o....;;3;:..,:5;,;0c....:O_+,;_/--'-S;:..,:q;L,;uar~e'-F"-e;:..,:e;,;,t _____ _
12: Number m floors of construction: ___ 2 ___________________________________ _
13. Amount m off-street parking provided: __ E_x_is_t_in...,;;g ____________________________ _
14. Associated projects: La Costa Town Square Commercial Center MS-04-08
P-1(0) Page2of4 Revised 07/10
15. If residential, include the number of units and schedule of unit sizes: 63
2350 ±1-, 2550±1-, 2950 ±t, JSOO+/
16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage
of sales area, and loading facilities: ---------P+f-A------------
17. If industrial, indicate type, estimated employment per shift, and loading facilities: ~N...;;./.;;..A;;;.__ __ _
18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy,
loading facilities, and community benefits to be derived from the project: ---------
N/A
19. If the project involves a variance, conditional use or rezoning applications, state this and indicate
clearly why the application is required: --------------------
N/A
P-1(0) Page 3 of4 Revised 07/10
•
Are the following items applicable to the project or its effects? Discuss all items checked yes (attach
additional sheets as necessary).
Yes No
20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial 0 0
alteration of ground contours.
21. Change in scenic views or vistas from existing residential areas or public lands or 0 0
roads.
22. Change in pattern, scale or character of general area of project. 0 D
23. Significant amounts of solid waste or litter. 0 D
24. Change in dust, ash, smoke, fumes or odors in vicinity. D D
25. Change in ocean, bay, lake, stream or ground water quality or quantity, or D D
alteration of existing drainage patterns.
26. Substantial change in existing noise or vibration levels in the vicinity. D D
27. Site on filled land or on slope of 10 percent or more. D D
28. Use of disposal of potentially hazardous materials, such as toxic substances, D D
flammables or explosives.
29. Substantial change in demand for municipal services (police, fire, water, sewage, 0 D
etc.).
30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.).
31. Relationship to a larger project or series of projects.
Environmental Setting
Attach sheets that include a response to the following questions:
D D
~D
32. Describe the project site as it exists before the project, including information on topography, soil
stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing
structures on the site, and the use of the structures. Attach photographs of the site. Snapshots
or Polaroid photos will be accepted.
33. Describe the surrounding properties, including information on plants and animals and any
cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.),
intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of
development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity.
Snapshots or polaroid photos will be accepted.
Certification
I hereby certify that the statements furnished above and in the attached exhibits present the data and
information required for this initial evaluation to the best of my ability, and that the facts, statements, and
information presented are true and correct to the best of my~kno gund ~~ef/ ~-//
Date: 3-7 -I J Signature: /--"4~~~-~,_:.;-:...,,7'7~~=~=__::!!oo.,..........,._==--...:::.=;,
For:
P-1(0) Page4 of4 Revised 07/10
l~
~ CITY OF
CARLSBAD
TIME LIMITS ON
DISCRETIONARY
PROJECTS
P-1(E)
PLEASE NOTE:
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
Time limits on the processing of discretionary projects established by state law do not start until a
project application is deemed complete by the City. The City has 30 calendar days from the date of
application submittal to determine whether an application is complete or incomplete. Wrthin 30 days of
submittal of this application you will receive a letter stating whether this application is complete or
incomplete. If it is incomplete, the letter will state what is needed to make this application complete.
When the application is complete, the processing period will start upon the date of the completion letter.
If you have any questions regarding application submittal requirements (i.e., clarification
regarding a specific requirement or whether all requirements are necessary for your particular
application) please call (760) 602-4610.
Applicant Signature: 'I.. N'--\),.£).\...... ..
Staff Signature: ....:U~A;.:.;:J::;._::Lyq....r.f)I..::.J....____;;..._ _________ _
Date: ~¥~~~'+/=w:.....J..r....::.>:;.__ ___ -____ _
To be stapled with receipt to the application
P-1(E) Page 1 of 1 Revised 07/10
«~ ~ CITY OF
CARLSBAD
STORM WATER
STANDARDS
QUESTIONNAIRE
E-34
Development Services
Land Development Engineering
1635 Faraday Avenue
760-602-2750
www.carlsbadca.gov
INSTRUCTIONS:
To address post-development pollutants that may be generated from development projects, the City requires that new
development and significant redevelopment priority projects incorporate Permanent Storm Water Best Management
Practices (BMP's) into the project design per the City's Standard Urban Stormwater Management Plan (SUSMP). To
view the SUSMP, refer to the Engineering Standards (Volume 4, Chapter 2) at www.carlsbadca.gov/standards.
Initially this questionnaire must be completed by the applicant in advance of submitting for a development application
(subdivision, discretionary permits and/or construction permits). The results of the questionnaire determine the level of
storm water standards that must be applied to a proposed development or redevelopment project. Depending on the
outcome, your project will either be subject to 'Standard Stormwater Requirements' or be subject to additional criteria
called 'Priority Development Project Requirements'. Many aspects of project site design are dependent upon the
storm water standards applied to a project.
Your responses to the questionnaire represent an initial assessment of the proposed project conditions and impacts.
City staff has responsibility for making the final assessment after submission of the development application. If staff
determines that the questionnaire was incorrectly filled out and is subject to more stringent storm water standards than
initially assessed by you, this will result in the return of the development application as incomplete. In this case, please
make the changes to the questionnaire and resubmit to the City.
If you are unsure about the meaning of a question or need help in determining how to respond to one or more of the
questions, please seek assistance from Land Development Engineering staff.
A separate completed and signed questionnaire must be submitted for each new development application submission.
Only one completed and signed questionnaire is required when multiple development applications for the same project
are submitted concurrently. In addition to this questionnaire, you must also complete, sign and submit a Project Threat
Assessment Form with construction permits for the project.
Please start by completing Section 1 and follow the instructions. When completed, sign the form at the end and submit
this with your application to the city.
ISECTION1 NEW DEVELOPMENT
Does your project meet one or more of the following criteria:
1. Housina subdivisions of 10 or more dwelling units. Examples: single family homes, multi-family homes,
condominium and a artments
2. Commercial-greater than 1-acre. Any development other than heavy industry or residential. Examples: hospitals;
laboratories and other medical facilities; educational institutions; recreational facilities; municipal facilities; commercial
nurseries; multi-apartment buildings; car wash facilities; mini-malls and other business complexes; shopping malls;
hotels; office buildin s; ublic warehouses; automotive dealershi s; airfields; and other li ht industrial facilities.
3. Heavv lndustrla/1/ndustrv-greater than 1 acre. Examples: manufacturing plants, food processing plants, metal
working facilities, printing plants, and fleet storage areas (bus, truck, etc.).
4. Automotive reoalr shop. A facility categorized in any one of Standard Industrial Classification (SIC) codes 5013,
5014,5541, 7532-7534, and 7536-7539
5. Restaurants. Any facility that sells prepared foods and drinks for consumption, including stationary lunch counters
and refreshment stands selling prepared foods and drinks for immediate consumption (SIC code 5812), where the
land area for development is greater than 5,000 square feet. Restaurants where land development is less than 5,000
square feet shall meet all SUSMP requirements except for structural treatment BMP and numeric sizing criteria
re uirements and h dromodification re uirements.
YES
E-34 Page 1 of3 REV 1/14/11
NO
YES
NO
NO
NO
NO
6.
7.
8.
9.
«~ ~
CAR
CITY OF
LSBAD
STORM WATER
STANDARDS
QUESTIONNAIRE
E-34
Development Services
Land Development Engineering
1635 Faraday Avenue
760-602-2750
www.carlsbadca.gov
Hillside de
located in a
velopment. Any development that creates more than 5,000 square feet of impervious surface and is
n area with known erosive soil conditions, where the development will grade on any natural slope that is
rcent 25% or realer. twenty-five 1=
Environme
directly3 to a
ESA), which
the area of i
ntal/v Sensitive Area fESAt All development located within or directly adjacenf to or discharging
n ESA (where discharges from the development or redevelopment will enter receiving waters within the
either creates 2,500 square feet or more of impervious surface on a proposed project site or increases
m rviousness of a ro osed ro·ect site 10% or more of its natural! occurrin condition.
Parking lot. Area of 5,000 square feet or more, or with 15 or more parking spaces, and potentially exposed to urban
runoff
Streets,ro
transportatio
ads, hlghwavs, and freeways. Any paved surface that is 5,000 square feet or greater used for the
n of automobiles, trucks, motorcycles, and other vehicles
NO
NO
NO
YES
10. Retail Gaso line Outlets. Serving more than 100 vehicles per day and greater than 5,000 square feet NO
11.
12.
~.oastal De velopment Zone. Any project located within 200 feet of the Pacific Ocean and (1) creates more than
feet of impervious surface or (2) increases impervious surface on property by more than 10%. 2500 square
More than 1-acre of disturbance. Project results in the disturbance of 1-acre or more of land and is considered a
nerating Development Project4. Pollutant-ge
NO
YES
1 Environmentally Sensitive Areas include but are not limited to all Clean Water Act Section 303(d) impaired water bodies; areas designated as Areas of Special
Biological Signifi
designated with th
canca by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments); water bodies
e RARE beneficial use by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments);
as preserves or their equivalent under the Multi Species Conservation Program within the Cities and County of San Diego; and any other equivalent
ensitive areas which have been identified by the Copermittees.
areas designated
environmentally s
2 "Directly adjacen t" means situated within 200 feet of the Environmentally Sensitive Area.
3 "'Discharging dir
not commingled wi
ectly to" means outflow from a drainage conveyance system that is composed entirely of flows from the subject development or redevelopment site, and
th flow from adjacent lands.
4 Pollutant-genera ling Development Projects are those projects that generate pollutants at levels greater than background levels. In general, these include all projects
an exoeedance to an impaired water body or which create new impervious surfaces greater than 5000 square feet and/or introduce new landscaping
routine use of fertilizers and pesticides. In most cases linear pathway projects that are for infrequent vehicle use, such as emergency or maintenance
estrian or bicycle use, are not considered Pollutant-generating Development Projects if they are built with pervious surfaces or if they sheet flow to
us surfaces.
that contribute to
areas that require
access, or for ped
surrounding pervio
INSTRUCTION S:
Section 1 Res Ults:
If you answered YES to ANY of the questions above, your project is subject to Priority Development Project requirements. Skip Section 2 and
to Section 3. Check the "meets PRIORITY DEVELOPMENT PROJECT requirements" box in Section 3. Additional storm water
II apply per the SUSMP.
please proceed
requirements wi
If you answered NO to ALL of the questions above, then please proceed to Section 2 and follow the instructions.
E-34 Page 2 of 3 REV 1/14/11
«~ ~ CITY OF
CARLSBAD
STORM WATER
STANDARDS
QUESTIONNAIRE
E-34
Development Services
Land Development Engineering
1635 Faraday Avenue
760-602-2750
www.carlsbadca.gov
I SECTION2
INSTRUCTIONS: Complete the questions below regarding your project YES NO
1. Project results in the disturbance of 1-acre or more of land and is considered a Pollutant-generating Development
Proiect *?
INSTRUCTIONS: If you answered NO, please proceed to question 2.
If you answered YES, then you ARE a significant redevelopment and you ARE subject to PRIORITY DEVELOPMENT PROJECT
requirements. Please check the "meets PRIORITY DEVELOPMENT PROJECT requirements" box in Section 3 below.
2. Is the project redeveloping an existing priority project type? (Priority projects are defined in Section 1)
INSTRUCTIONS: If you answered YES, please proceed to question 3.
If you answered NO, then you ARE NOT a significant redevelopment and your project is subject to STANDARD STORMWATER
REQUIREMENTS. Please check the "does not meet PDP requirements" box in Section 3 below.
3. Is the work limited to trenching and resurfacing associated with utility work; resurfacing and reconfiguring surface
parking lots and existing roadways; new sidewalk; bike lane on existing road and/or routine maintenance of damaged
pavement such as pothole repair? Resurfacing/reconfiguring parking lots is where the work does not expose underlying soil
during construction.
INSTRUCTIONS: If you answered NO, then proceed to question 4.
If you answered YES, then you ARE NOT a significant redevelopment and your project is subject to STANDARD STORMWATER
REQUIREMENTS. Please check the "does not meet PDP requirements" box in Section 3 below.
4. Will your redevelopment project aeate, replace, or add at least 5,000 square feet of impervious surfaces on existing
developed property or will your project be located within 200 feet of the Pacific Ocean and (1) create 2500 square feet or
more of impervious surface or (2) inaeases impervious surface on the property by more than 10%? Replacement of
existing impervious surfaces includes any activity that is not part of routine maintenance where impervious material(s) are
removed, e.xposing undertving soil during construction.
INSTRUCTIONS: If you answered YES, you ARE a significant redevelopment, and you ARE subject to PRIORITY DEVELOPMENT
PROJECT requirements. Please check the "meets PRIORITY DEVELOPMENT PROJECT requirements" box in Section 3 below. Review
SUSMP to find out if SUSMP requirements apply to your project envelope or the entire project site.
If you answered NO, then you ARE NOT a significant redevelopment and your project is subject to STANDARD STORMWATER
REQUIREMENTS. Please check the "does not meet PDP requirements" box in Section 3 below.
* .. for defimtton see Footnote 4 on page 2
SEC110N3 QUES'fi08NAIRE RESULTS
[J
My project meets PRIORITY DEVELOPMENT PROJECT (PDP) requirements and must comply with additional stormwater criteria
per the SUSMP and I understand I must prepare a Storm Water Management Plan for submittal at time of application. I understand
flow control (hydromodification} requirements may apply to my project Refer to SUSMP for details.
My project does not meet PDP requirements and must only comply with STANDARD STORMWATER REQUIREMENTS per the
SUSMP. As part of these requirements, I will incorporate low impact development strategies throughout my project.
Applicant lnfonnation and Signature Box This Box for Cily use Only
City Concurrence: I YES I NO
I I
Assessor's Parcel Number(s):
d~3-050-/
Applicant rrtle: By;
Date;
Project 10:
E-34 Page 3 of3 REV 1/14/11
OWNER
DEVELOPMENT SOLUTIONS 2LAC, LLC
A DELAWARE L1 M I TED L1 ABILITY COMPANY
BY: DAVIDSON TOWN SQUARE 206, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
ITS PROJECT MANAGER
1302 CAM I NO DEL MAR
DEL MAR, CA 92014
(858) 259-8500
BY: WILL I AM A. DAVIDSON, TRUSTEE OF THE
WILL I AM A. DAVIDSON L I VI NG TRUST
DATED JANUARY 21, 2005
MEMBER
WILLIAM A. DAVIDSON, TRUSTEE
APPLICANT
DAVIDSON BUILDERS, INC
A CAL I FORNI A CORPORATION
1302 CAMINO DEL MAR
DEL MAR, CA 92014
(858) 259-8500
WILLIAM A. DAVIDSON, PRESIDENT
.TPG
C II F ll I.,
Mr. Don Neu, City Planner
City of Carlsbad
1635 Faraday Ave,
Carlsbad, California 92008
Subject: La Costa Towne Square Residential
Dear Mr. Neu:
TPG Credit Strategies II GP, L.P. (TPGC) is the managing member of Development Solutions 2LAC,
LLC, a Delaware limited liability company,(Company) the owner of the residential portion of a
development project known as La Costa Town Square. As managing member of the Company, TPG has
reserved the authority to act for and bind the Company.
Davidson Town Square 206, LLC, a California Limited Liability Company, (Davidson) is a member of
Development Solutions 2LAC, LLC, and is the designated Project Manager.
As Vice President and Secretary of the TPG and Development Solutions 2LAC, LLC, I am hereby
authorizing Davidson to execute, on behalf of the Managing Member, the required application forms and
documents necessary to obtain site development plan approvals from the City of Carlsbad.
Enclosed you will find a copy of the Development Solutions 2LAC, LLC Limited Liability Company
Agreement documenting the authority outlined above.
Very truly yours,
~;)7~
TPG Credit Management, L.P.
4600 Wells Fargo Center
90 South Seventh Street
Miruteapolis, MN 55402
(612) 851-3000
(612) 851-3001!
. '
Form No. 1402.06
ALTA Owner's Policy {6-17-o6)
1100302P050600
Policy Page 1
Policy Number: NCS-549829-cC
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
First American Title Insurance Company
Any notice of daim and any other notice or statement in writing required to be given to the Company under this policy must be
given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXO.USIONS FROM COVERAGE, THE EXCEPTIONS
FROM COVERAGE CONTAINED IN SOiEDULE B AND THE
FIRsr AMERICAN TITLE INSURANCE COMPANY, a
· corporation (the "Company") insures, as of Date of Policy
and, to the extent stated in Covered Risks 9 and 10, after Date of
Policy, against loss or damage, not exceeding the Amount of
rn~o•r:•n'~" sustained or incurred by the Insured by reason of:
Td:le being vested other than as stated in Schedule A.
Any defect in or lien or encumbrance on the Td:le. This Covered
Risk includes but is not limited to insurance against loss from
(a) A defect In the 11tle caused by
(i) forgery, fiaud, undue influence, duress, incompetency,
incapacity, or impersonation;
(II) failure of any person or Entity to have authorized a
transfer or conveyance;
(iii) a document affecting Trt:le not property aeated,
executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(iv) failure to perform those acts necessary to aeate a
document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or
otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in
the Public Records including failure to perform those acts
by electronic means authorized by law; or
(vii) a defective judidal or administrative proceeding.
(b) The lien of real estate taxes or assessments Imposed on the
Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or
adverse drcumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the
Land. The term "enaoachment" Includes enaoachments of
existing improvements located on the Land onto adjoining
land, and enaoachments onto the Land of existing
improvements located on adjoining land.
Unmarketable Td:le.
No right of access to and fi"om the Land.
The violation or enforcement of any law, ordinance, pennit, or
governmental regulation (indudlng those relating to building and
zoning) restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement
erected on the Land;
(c) the subdMslon of land; or
(d) environmental protection
if a notice, describing any part of the Land, Is recorded in the
Public Records setting forth the violation or Intention to
enforce, but only to the extent of the violation or enforcement
referred to in that notice.
An enforcement action based on the exerdse of a governmental
police power not covered by Covered Risk 5 If a notice of the
enforcement action, describing any part of the Land, is recorded
in the Public Records, but only to the extent of the enforcement
referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the
exerdse, describing any part of the Land, is recorded In the
Public Records.
8. Any taking by a goverrvnental body that has occurred and is
binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being
defective
(a) as a result of the avoidance in whole or in part, or fi'om a
court order providing an alternative remedy, of a transfer of
aU or any part of the title to or any Interest In the land
occurring prior to the transaction vesting Title as shown In
Schedule A because that prior transfer constituted a
fraudulent or preferential transfer under federal bankruptcy,
state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting T.Ue as shown in
Schedule A constitutes a preferential transfer under federal
bankruptcy, state Insolvency, or similar aeditors' rights laws
by reason of the failure of its recording in the Public Records
(I) to be timely, or
{II) to impart notice of its existence to a purchaser for value
or to a judgment or lien aeditor.
10. Any defect in or lien or encumbrance on the Td:le or other matter
induded in Covered Risks 1 through 9 that has been created or
attached or has been filed or recorded in the Public Realrds
subsequent to Date of Policy and prior to the recording of the
deed or other instrument of transfer In the Public Records that
vests Title as shown in Schedule A.
The Company will also pay the costs, attomeys' fees, and expenses
incurred in defense of any matter insured against by this policy, but
only to the extent provided In the Conditions.
Form No. 1402.06
AlTA OWner's Polic:y (6-17-06)
EXQ.USJONS FROM COVERAGE
The following matters are expressly exduded from the CDVel'ilge of thls policy, and
the Company will not pay loss or damage, costs, attorneys' fees, or expenses that
arise by reason of:
1. (a) Afr.t law, ordinance, permit, or governmental regulation (including those
relating to building and zoning) restricting, regulating, prohibiting, or
relating to
{I) the occupancy, use, or enjoyment of the Land;
(ii) the character", dimensions, or location of any improvement erected on
the Land;
(Iii} the subdivision of land; or
(iv} environmental pro!Ed:lon;
or the effect of any violation of these laws, ordinances, or govemmenllll
regulations. This Exclusion l(a) does not modify or lmit the c:cM!rage provided
under Covered Risk 5.
(b) Any govenvnental polia! power. This Exclusion l(b} does not modify or
limit the coverage provided under COvered Risk 6.
2. Rights of eminent domain. This Elu:iusion does not modify or Omit the
coverage provided under Collered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded In the PubHc Remrds at Date of
Policy, but Known to the Insured Oaimant and not disclosed in writing to
the Company by the Insured Oaimant prior to the date the Insured
Oaimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Oaimant;
(d) attaching or created subsequent to DalE of Policy (however, tllls does not
modify or limit the awerage provided under Covered Risks 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the
Insured Oainant had paid value for the Title.
4. Any daim, by reason of the operation of federal bankruptcy, state insolvency,
or similar creditors' rights laws, that the transaction vesting the Title as shown
In Schedule A, is
(a} a fraudulent COIM!yance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated In Covered Risk 9 of this
policy.
5. Afr.t lien on the Title for real es1ate taxes or assessments imposed by
governmental authority and created or attaching between DalE of Policy and
the dab! of reconllng of the deed or Olher inslrument of transfer in the Public
RecDrds that W!SI:s 11tle as shown In Schedule A.
CONDmONS
1. DEFINmON Of TERMS
The following tErms when used in this polcy mean:
(a} •Amount of Insurance•: The amount stated In Schedule A, as may be
Increased or decreased by endorsement to this policy, increased by
Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Poacy-: The date designated as -cab! of Poacy-in Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability company, or
other similar legal entity.
(d) ~Insured": The Insured named in Schedule A.
(i) The b!rm "Insured" also indudes
(A) successors to the Title of the Insured by operation of law as
distinguished from purchase, including heirs, devisees, survivors,
personal representatiVes, or next of kln;
(B) successors to an Insured by dissolution, merger, consolidation,
distribution, or reorganization;
(C) successors to an Insured by its conversion to another lcind of
Entity;
(D) a grantee of an Insured under a deed delivered without
payment of actual valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity Interests
of the grantee are wholly-owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
{3) if the grantee is wholly-owned by an affiliated Entity of the
named Insured, provided the affiliated Entity and the
named Insured are both wholly-owned by the same person
or Entity, or
(4) if the grantee is a trusb!e or beneficiary of a trust created
by a writb!n instrument established by the Insured named
In Schedule A for estate planning purposes.
Policy Page 2
Polley Number: NCS-549829-CC
(R) With regard to (A), (8), (C), and (D) reserving, however, all rights
and defenses as to any sucx:essor that the Company would have had
against any predecessor Insured.
(e) "Insured Oaimant": An Insured dalmlng loss or damage.
(f) "Knowwedge" or "Known": Adual knowledge, not constructive knowledge
or notice that may be imputed to an Insured by reason of the Public
Records or llfY other recDrds that impart constructive notice of matters
affecting the 11tle.
(g) "Land": The land described In Schedule A, and affixed Improvements that
by law constitute real property. The term "land• does not include any
property beyond the lnes of the area described In Schedule A, nor any
right,. title, IntErest, estall!, or easement in abutting streets, roads,
avenues, aUeys, lanes, ways, or waterways, but this does not modify or
limit the extent that a right of aa:e55 to and from the Land Is Insured by
this policy.
(h) "Mo!tgage": Mortgage, deed of trust. trust deed, or other security
instrument. including one evidenced by eleclronic means authorized by
law.
(I) "Public Records": Records established under state statutes at Dale of
Poley ror the purpose of imparting construclive notice of matb!rs relating
to real property to purchasers ror value and without Knowledge. With
respect to Covered Risk S(d), "Public Records" shall also include
environmental proll!clion liens filed In the records of the derk of the
United StatEs District Court for the district where the Land Is located.
(j) -rll.le"': The estate or Interest described in Schedule A.
(k) "Unmarketable Title": Tttle all'eciEd by 1111 alleged or apparent matter that
would permit a prospective purchaser or lessee r:l the Title or lender on
the Tttle to be released from the obligation to purchase, lease, or lend If
there is a contractual condition requiring the delivery of marketable title.
2. CONTJNUAnON OF INSURANCE
The coverage of this policy shaD continue in force as of Date of Policy in favor
of an Insured, but only so long as the Insured retains an estatE or Interest in the
land, or holds an oblgalion secured by a purchase money Mortgage given by a
purchaser from the Insured, or ontv so long as the Insured shaD have liability by
reason of warranties il any transfer or conveyance of the Tltle. This policy shall not
continue in force in favor of any purchaser from the Insured of either (I) an estab!
or IntErest In the Land, or (ii) an obligation secured by a purchase money Mortgage
given to the Insured.
3. NOnCE OF CWM TO BE GIVEN BY INSURED ClAIMANT
The Insured shall notify the Company promptly in writing (i) in case of any
litigation as set forth in Section S(a) of these Conditions, (ii) in case Knowledge
shaH come to an Insured hereunder of any dalm of title or lnb!rest that Is adverse
to the Title, as insured, and that might cause loss or damage for which the
COmpany may be liable by virtue of this policy, or (ifi) if the Title, as insured, is
rejected as Unmarketable TlHe. If the Company is prejudiced by the failure of the
Insured Claimant to provide prompt notice, the Company"s liability to the Insured
Oaimant under the policy shall be reduced to the extent of the prejudice.
4. PROOF Of LOSS
In the event the Company Is unable to detErmine the amount of loss or
damage, the Company may, at its option, require as a condition of payment that
the Insured Oalmant furnish a signed proof of loss. The proof of loss must describe
the defect, lien, enOJmbrance, or other matter insured against by this policy that
constitutes the basis of loss or damage and shall stall!, to the extent possible, the
basis of calculating the amount of the loss or damage.
5. DEFENSE AND PROSI!cunON OF ACTIONS
(a) Upon written request by the Insured, and subjed to the options contained
in Section 7 of these Conditions, the Company, at its own cost and without
unreasonable delay, shall provide for the defense of an Insured in
litigation in which any third party asserts a dain covered by this policy
adverse to the Insured. This obligation is limited to only those stated
causes of action aleging matters iflsured against by this policy. The
Company shaft have the right to select counsel of Its choice (subject lXI the
right of the Insured to object for reasonable cause) to represent the
Insured as to those stated causes of action. It shall not be liable for and
will not pay the fees of any other counseL The Company wiD not pay any
fees, COSIS, or expenses inCUrred by the Insured in the defense of those
causes of action that allege mattErs not Insured against by this policy.
(b) The Company shall have the right,. in addition to the options contained in
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Section 7 of these Conditions, at its own cost, to Institute ancl prosecute
any actiOn or proceeding or to do any other act that in its opinion may be
necessary or desirable to establish the Tltle, as insured, or to prevent or
reduce loss or damage to the Insured. The Company may take any
appropriall! action under the ll!rms of this policy, whether or not it shall
be liable to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy. If the
Company exercises its tights under this subsection, it must do so
diligently.
(c) Whenever the Company brings an action or asserts a defense as required
or permitted by this policy, the COmpany may pursue the litigation to a
final dell!rmination by a court of competent jurisdiction, and it expressly
reserves the tight, in Its sole discretion, to appeal any adverse jUdgment
or order.
6. DUTY OF INSURED CWMA.NT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding and any
appeals, the Insured shall secure to the Company the right to so
prosecute or provide defense in the action or proceeding, Including the
right to use, at Its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's
expense, shaD give the Company all reasonallle aid (I) In securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (ii) in any other lawful act that in
the opinion of the Company may be necessary or desirable to establish
the Title or any other matter as insured. If the Company is prejudiced by
the failure of the Insured to fumlsh the required cooperation, the
Company's obligations to the Insured under the policy shaH ll!rminate,
including any Uability or obligation to defend, prosecute, or continue any
litigation, with regard to the matter or matters requiring such
cooperation.
(b) The Company may reasonably require the Insured Oalmant to submit to
examination under oath by any authorized representative of the Company
and to produce for examination, inspection, and copying, at such
reasonable times and places as may be designated by the authorized
representative of the Company, all records, in whatever medium
maintained, indudlng books, ledgers, checks, memoranda,
correspondence, reports, e-mails, disks, tapes, and videos Whether
bearing a date before or after Date of Polley, that reasonably pertain to
the loss or damage. Further, if requested by any authorized
representative of the COmpany, the Insured Oalmant shaH grant its
permission, in writing, for any authorized representative of the Company
to examine, inspect, and copy all of these records in the OJstody or
control of a third party that reasonably pertain to the loss or damage. All
information designated as confidential by the Insured Claimant provided
to the Company pursuant to this 5ectlon shall not be disclosed to others
unless, in the reasonable judgment of the COmpany, It Is necessary in the
administratiOn of the daim. Failure of the Insured Oaimant to submit for
examination under oath, produce any reasonably requested Information,
or grant pennisslon to secure reasonably necessary Information from third
parties as required in this subsection, unless prohibited by law or
governmental regulation, shaH ll!rminate any liabRity of the Company
under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTl.E CLAIMS; TERMINATION
OF UABILII'Y
In case of a claim under this policy, the Company shall have the following
additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this policy
together with any costs, attorneys' fees, and expenses ina.ned by the
Insured Claimant that were authorized by the Company up to the time of
payment or tender of payment and that the Company is obligated to pay.
Upon the exerdse by the Company of this option, all liabilty and
obligations of the Company to the Insured under this pol'~cy, other than to
make the payment required in this subsection, shall tennlnate, Including
any lability or obligation to defend, prosecute, or amtinue any litigation.
(b) To Pay or Otherwise Settle Wth Parties Other Than the Insured or With
the Insured Caimant
(i) To pay or otherwise settle with other parties for or In the name of an
Insured Claimant any daim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees, and
expenses incurred by the Insured Qaimant that were authorized by
the Company up to the time of payment and that the Company is
obligated to pay; or
(ii) To pay or otherwise settle with the Insured Oaimant the loss or
damage provided for under this policy, together with any costs,
Policy Page 3
Polley Number: NC$-549829-CC
attomeys' fees, and expenses Incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that the
Company is obligat1!d to pay.
Upon the exercise by the Company of elher of the options provided for In
subsections (b)(i) or (ii), the Company's obligations to the Insured under this
porq for the claimed loss or damage, other than the payments required to be
made, shall terminate, including any llabllty or obligation to defend, prosecute,
or continue any litigation.
8. Da!RMINATION AND EXTENT OF llABILITY
This policy is a contract of indemnity against actual monetary loss or damage
sustained or incurred by the Insured Oaimant who has Sllfered loss or damage by
reason of matters insured against by this policy.
(a) The exll!nt of liability of the Company for loss or damage under this policy
shall not exceed the lesser of
(i) the Amount of Insurance; or
{ii) the diffi!rence between the value of the Title as insured and the value
of the Title subject to the risk insUred against by this policy.
(b) If the Company pursues its rights under Section 5 of these Conditions and
is unsuccessful in establishing the Title, as Insured,
(i) the Amount of Insurance shall be increased by 10%, and
[li) the Insured Calmant shall have the tight to have the loss or damage
del.l!rmined either as of the date the claim was made by the Insured
Oaimant or as of the date it is settled and paid.
(c) In ilddition to the extent of Habllly ooder (a} and (b), the Company will
also pay those costs, attorneys' fees, and expenses inOJrred in accordance
with Sections 5 and 7 of these Conditions.
9. UMITATION OF UABIUTY
(a) If the COmpany establishes the Title, or removes the alleged defect, lien,
or encumbrance, or cures the lack of a tight of access to or from the
Land, or cures the claim of Unmarketable Title, all as Insured, in a
reasonably diligent manner by any method, induding titigation and the
completion of any appeals, it shaD have fuHy performed its obligations
with respect to that matter and shall not be liable for any loss or damage
caused to the Insured.
(b) In the event of any litigation, including litigation by the Company or with
the Company's consent, the Company shaD have no liability for loss or
damage until there has been a final determination by a court of
competent jurisdiction, and disposition of all appeals, ildverse to the Title,
as insured.
(c) The Company shaH not be liable for loss or damage to the Insured for
liability voluntarily assumed by the Insured in settling any claim or suit
without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR T£RMINAnON OF
UABILII'Y
All payments under this policy, except payments made for costs, attorneys'
fees, and expenses, shall reduce the Amount of Insurance by the amount of the
payment.
11. UABIUTY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company pays
under any policy insuring a Mortgage to which exception is taken in Schedule B or
to which the Insured has agreed, assumed, or taken subject, or which is executed
by an Insured after Date of Polley and which is a charge or lien on the Title, and
the amount so paid shall be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fiXed in
accordance with these Conditions, the payment shall be made within 30 days.
13. RIGtn'S OF RECOVERY UPON PAYMENT OR SEnLEMENT
(a) Whenever the Company shall have settled and paid a daim under this
policy, it shaH be subrogated and entitled to the rights of the Insured
Oaimant In the Title and all other tights and remedies in respect to the
claim that the Insured Calmant has against any person or property, to the
extent of the amount of any loss, costs, attorneys' fees, and expenses
paid by the Company. If requested by the Company, the Insured Caimant
shall execute documents to evidence the transfer to the Company of these
tights and remedies. The Insured Claimant shall permit the COmpany to
sue, compromise, or settle In the name of the Insured Claimant and to
use the name of the Insured Calmant In any transaction or litigation
involving these rights and remedies.
If a payment on account of a daim does not fuUy cover the loss of the
Insured Claimant, the Company shall defer the exercise of its right to
recover until after the Insured Caimant shall have recovered Its loss.
First American Title Insurance Company
Form No. 1402.06
AlTA Owner's Policy (6-17-Q6)
(b) The Company's right of subrogatiOn Includes the rights of the Instnd ID
indemnities, guaranties, other polides of IIISIII'ilnce, or bonds,
notwithstanding any terms or conditions Clllllained In those instruments
that address subrogation rights.
14. ARBlTRAnON
Either the Company or the Insured may demand that the daim or controversy
shall be submitted In arbitration pursuant ID the Title Insurance Arbitration Rules of
the American Land Title Assodation ("Ruues"}. Except as prolllded In the Rules,
there shall be no joklder or consolklauon with dalms or conlnM!Isies of other
persons. Arbitrable matters may Include, but are not Umlted In, any controversy or
claim between the Company and the Insured arising out of or relating In this
polity, any servia! in connection with its issuance or the breach of a polity
provision, or In any other controversy or claim arising out of the transaction giving
rise ID this polity. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shaD be arbitrated at the option of either the Company or the
Insured. All arbitrable matters when the Amount of Insurance is in excess of
$2,000,000 shaft be ilt'bltrall!d only when agreed ID by both the Company and the
Insured. Arbitration pur5Uilnl: to this polity and under the Rules shaft be binding
upon the parties. Judgment upon the award rendered by the ArbitraiDr(s) may be
entered in any court of competent jurisllction.
15. LIABILJTY UMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with an endorsements, if any, attached tu It by the
Company Is the entire policy and contract between the Insured and the
Company. In interpreting any provision of this policy, this poUcy shall be
construed as a whole.
(b) Ally claim of loss or damage that arises out of the status of the 11t1e or by
any action as5erting such claim shaH be restricted ID this poUcy.
(c) Any amendment of or endorsement In this polity must be In writing and
authenticated by an authorized person, or expressly Incorporated by
Schedule A of this policy.
Poi'IC)' Page 4
Poi'ICY Number: NCS-549829-CC
(d) Each endorsement ID this policy Issued at any time Is made a part of this
polity and is subjed: to all of its terms and provisions. ExcejX as the
endorsement expressly states, 11: does not (I) modifY any of the terms and
provisions of the polity, (i) modify any prior endorsement, (iH) extend the
Date of Policy, or (iv) increase the Amount of Insurance.
11. SEVERABILITY
In the event any provision of this polity, in whole or in part. Is held invalid or
unenforceable under applicable law, the policy shaH be deemed not ID indude that
provision or such part held ID be invalid, but all other provisions shall remain in full
force and effect
17. CHOICE OF LAW; FORUM
(a) Oloice of Law: The Insured acknowledges the Company has underwritten
the risks c:overed by this policy and determined the premium charged
therefore In reliance upon the law ilffectJng Interests in real property and
applicable ID the interpretation, rights, remedies, or enforcement of
policies of title Insurance of the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shaH apply the law of the jurisdiction
where the Land is located tD determine the valklty of claims against the
Tille that are adverse In the Insured and to lniErpret and enforce the
terms of this policy. In neither case shaH the court or arbitrator apply Its
conllicts of law principles to determine the applicable law.
(b) Oloice of Forum: Any litigation or other proceeding brought by the
Instnd agUJst the Company must be filed only In a sbJte or federal court
within the United States of Americil or Its terriiDries having appropriate
jurisdiction.
18. NGnCES, WHERE SENT
Any notice of dain and any other notice or statement In writing required to be
given ID the Company under this policy must be given ID the Company at 1 Frst
American Way, Santa Ana, CA 92707, Attn: Claims Department
POLICY OF TITLE INSURANCE
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-<16)
SCHEDULE A
First American Title Insurance Company
Name and Address of the Issuing litle Insurance Company:
First American litle Insurance Company
1850 Mt Diablo Blvd., Suite 300
Walnut Creek, CA 94596
Policy Page s
Policy Number: NCS-549829-<:C
File No.: NCS-549829-CC Policy No.: NC5-549829-CC
Address Reference: 24.39 Acres in La Costa Square, carlsbad, CA
Amount of Insurance: $14,160,000.00 Premium: $11,040.80
Date of Policy: December 12, 2012 at 3:46 a.m.
1. Name of Insured:
Development Solutions 21AC, LLC, a Delaware limited liability company
2. The estate or interest in the Land that is insured by this policy is:
A Fee.
3. litle is vested in:
Development Solutions 21AC, LLC, a Delaware limited liability company
4. The Land referred to in this policy is described as fallows:
Real property in the City of carlsbad, County of San Diego, State of california, described as
follows:
PARCEL 4 OF CilY OF CARLSBAD MINOR SUBDNSIONS NO. 04-Q8 RECORDED BY THE COUNTY
RECORDER OF TI-lE COUNTY OF SAN DIEGO ON JULY 11, 2012 AS PARCEL MAP NO. 20982
EXCEPTING lliEREFROM, ALL MINERALS, MINERAL RIGHTS, OIL, OIL RIGHTS, NATURAL GAS,
NATURAL GAS RIGHTS, PElROLEUM, PETROLEUM RIGHTS, OlliER HYDROCARBON
SUBSTANCES, GEOlliERMAL STEAM, ALL UNDERGROUND WATER, AND ALL PRODUCTS
DERNED FROM ANY OF THE FOREGOING, IN OR UNDER OR WHICH MAY BE PRODUCED FROM
THE PROPERTY WHICH UNDERUES A PlANE PARALLEL TO AND 500 FEET BELOW THE
PRESENT SURFACE OF TI-lE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DRILUNG,
MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING TI-lE
SAME FROM THE PROPERTY OR ANY OTI-IER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR
DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OIL, WATER OR
GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF TI-lE
PROPERTY, AND TO BOTIOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS,
TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS TI-IEREOF,
AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY WELLS
OR MINES, WITHOUT, HOWEVER, TI-lE RIGHT TO DRILL, MINE, STORE, EXPLORE AND
OPERATE lliROUGH TI-lE SURFACE OR TI-lE UPPER FIVE HUNDRED (500) FEET OF TI-lE
SUBSURFACE OF THE PROPERTY, AS RESERVED BY DAON CORPORATION IN DEED RECORDED
JUNE 23, 1983 AS FILE NO. 83-212476 OF OFFICIAL RECORDS.
APN: 223-050-74
Arst American Title Insurance Company
Form No. 1402.06
ALTA OWner's Policy (6-17-()6)
SCHEDULE B
Polity Page 6
Polley Number. NCS-549829-CC
File No.: NCS-549829-CC Policy No.: NCS-549829-CC
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of:
1. This item has been intentionally deleted.
2. This item has been intentionally deleted.
3. This item has been intentionally deleted.
4. Assessment liens, if applicable, collected with the general and spedal taxes, induding but not
limited to those dlsdosed by the reflection of the following on the tax roll:
1915 Bond for Olivenhain Munidpal Water District, 96-1; levy & Drainage Maintenance
5. The lien of supplemental taxes, if any, assessed as a result of the transfer of title to the vestee
named in Schedule A; or as a result of dlanges in ownership, new oonstruction or other events
occurring on or after the date of this policy (other than that change of ownership effected by that
certain Grant Deed from La Costa Town Square, a California limited liability company, to Property
Development Centers LLC, a Delaware limited liability oompany, recorded January 9, 2012,
Instrument No. 2012-11559 of Offidal Records), assessed pursuant the provisions of Chapter 3.5
{commencing with Section 75) of the Revenue and Taxation Code of the State of California
6. An easement for public utilities and inddental purposes, recorded April19, 1954 in Book 5208,
Page 403 and February 5, 1954 in Book 5132, Page 342, both of Offidal Records.
In Favor of: San Diego Gas and Electric Company
Affects: As described therein
7. The privilege and right to extend drainage structures, excavation and embankment slopes
beyond the limits of the right of way where required for the construction and maintenance of said
right of way as granted in Deeds reoorded February 16, 1967 as Instrument No. 21426 of Official
Records.
8. An easement for pipeline or pipelines and inddental purposes, recorded October 27, 1971 as
Instrument No. 71-247284 of Offidal Records.
In Favor of:
Affects:
Olivenhain Munldpal Water District
As desaibed therein
9. An easement for pipeline or pipelines and inddental purposes, reoorded March 14, 1984 as
Instrument No. 84-091367 of Offidal Records.
In Favor of:
Affects:
Olivenhain Munidpal Water District
As desaibed therein
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-Q6)
Policy Page 7
Policy Number: NCS-549829-CC
10. An easement for public utilities and incidental purposes, recorded July 10, 2000 as Instrument
No. 2000-0361183 of Official Records.
In Favor of:
Affects:
Olivenhain Municipal Water District, a public agency
As described therein
11. An easement for public street and public utility purposes and inddental purposes,
recorded January 30, 2002 as Instrument No. 2002-0079622 of Offidal Records.
In Favor of: Oty of Carlsbad, a munidpal corporation
Affects: As described therein
12. An easement for public street and public utility purposes and incidental purposes, recorded March
27, 2002 as Instrument No. 2002-o258807 of Offidal Records.
In Favor of: Crt:y of Carlsbad, a munidpal corporation
Affects: As clesaibed therein
Said instrument also grants the privilege and right to extend and maintain drainage structures
and excavation and embankment slopes beyond the limits of said right of way where required for
the construction and maintenance thereof.
Said document further redtes:
''The Grantor further understands that the present Intention of the Grantee is to construct and
maintain a public highway on the lands hereby conveyed in fee and the Grantor, for himself, his
successors and assigns, hereby waives any dalms for any and all damages to Grantor's remaining
property contiguous to the property hereby conveyed by reason of the location, construction,
landscaping or maintenance of said highway".
13. An easement for drainage fadlities and inddental purposes, recorded April 29, 2002 as
Instrument No. 2002-0358070 of Offidal Records.
In Favor of:
Affects:
City of Carlsbad, a munidpal corporation
As desoibed therein
14. An easement for public street and public utility purposes and inddental purposes, recorded April
29, 2002 as Instrument No. 2002-0358071 of Offidal Records.
In Favor of: City of Carlsbad, a munidpal corporation
Affects: As described therein
15. An easement for water and incidental purposes, recorded January 6, 2003 as Instrument No.
2003-0013608 of Offidal Records.
In Favor of:
Affects:
Olivenhain Municipal Water District
As desoibed therein
16. The terms and provisions contained in the document entitled "Agreement for Construction within
the Oty of Carlsbad, Rancho Santa Fe Road Realignment and Widening, Phase 1, Project No.
3190" recorded February 10, 2003 as Instrument No. 2003-0153044 of Official Records.
17. The terms and provisions contained in the document entitled "Agreement Between Owner,
Developer and The City of Carlsbad for an Uncontrolled Stockpile" recorded January 28, 2004
as Instrument No. 2004-0068114 of Official Records.
18. This item has been intentionally deleted.
19. This item has been intentionally deleted.
First American Title Insurance company
Form No. 1402.06
AL. TA Owner's Polity {6-17-06)
Polley Page 8
Policy Number: NCS-549829-CC
20. The terms and provisions contained in the document entitled "Notice of Restriction on Real
Property'' recorded September 07, 2012 as Instrument No. 2012-0540231 of Offidal Records.
21. Terms, conditions and provisions as disclosed by the Notice of Affordability Restrictions on
Transfer of Property executed by City of carlsbad, a Munidpal corporation dated August 30,
2012, recorded October 01, 2012 as Instrument Number Instrument No. 2012-0596049 in the
Office of the County Recorder
No insurance will be given to either the contemplated transaction or to any resale or refinance in
the future until satisfactory evidence of compliance with the provisions of said covenant or
agreement, in the form of written and specific certification of compliance, has been furnished to
the Company.
22. The terms and provisions contained in the document entitled "Hold Harmless Agreement
Geological Failure" recorded October 01, 2012 as Instrument No. 2012-Q596054 of Offidal
Records.
23. The terms and provisions contained in the document entitled "Hold Harmless Agreement
Drainage" recorded October 01, 2012 as Instrument No. 2012-0596058 of Offidal Records.
24. The terms and provisions contained in the document entitled "Permanent Stormwater Quality
Best management Practice Maintenance Agreement" recorded October 01, 2012 as Instrument
No. 2012-0596073 of Offidal Records.
25. An easement for sewer facilities and inddental purposes, recorded November 07, 2012 as
Instrument No. 2012-D696066 of Offidal Records.
In Favor of:
Affects:
Leucadia Wastewater District, a governmental entity
as described therein
26. An easement for water transmission fadlities and inddental purposes, recorded December 6,
2012 as Instrument No. 2012-Q767686 of Offidal Records.
In Favor of:
Affects:
Olivenhain Munidpal Water District
as described therein
27. A deed of trust to secure the performance of an agreement or other obligation,
recorded December 12, 2012 as Instrument No. 2012-0781765 of Official Records.
Dated: December 11, 2012
Trustor: Development Solutions 2LAC, LLC, a Delaware limited liability
company
Trustee: Arst American Title Insurance Company
Beneficiary: Property Development Centers LLC, a Delaware limited liability
company
First American Title Insurance Company
~~-------~~~--------------------------------------
Form No. 1402.06
ALTA Owner's Policy (6-17-Q6)
ENDORSEMENT
Attached to Policy No. NC$-549829-CC
Issued by
First American Title Insurance Company
Policy Page 9
Polley Number: NCS-549829-CC
The Company insures against loss or damage sustained by the Insured by reason of:
1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B:
a. Present violations on the Land of any enforceable covenants, conditions, or restrictions.
b. Any instrument referred to in Schedule B as containing covenants, conditions, or
restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii)
provides for an option to purchase, a right of first refusal, or the prior approval of a
future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or
right of forfeiture because of violations on the Land of any enforceable covenants,
conditions, or restrictions.
c. Any encroachment onto the Land of existing improvements located on adjoining land.
d. Any notices of violation of covenants, conditions, or restrictions relating to environmental
protection recorded or filed in the Public Records.
2. Damage to buildings constructed on the Land after Date of Policy resulting from the future
exerdse of any right existing at Date of Policy to use the surface of the Land for the extraction or
development of minerals excepted from the description of the Land or excepted in Schedule B.
Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they shall not be
deemed to refer to or include the terms, covenants, conditions, or limitations contained in an instrument
creating a lease.
As used in paragraph l.a., the words "covenants, conditions, or restrictions" do not include any
covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance,
repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature,
including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a
violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date
of Policy and is not excepted in Schedule B.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
Endorsement 9.1-D6 (Restrictions, Encroachments, Minerals-
Owner's Policy -Unimproved Land)
Adopted 6/17/06
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Polk:y (6-17-{16)
ENDORSEMENT
Attached to Policy No. NC$-549829-CC
Issued By
First American Title Insurance Company
Policy Page 10
Policy Number: NC5-549829-CC
The Company hereby insures the insured against loss which the insured shall sustain by reason of any
statutory lien for labor or material attaching to the estate or interest referred to in Schedule A arising out
of any work of improvement under construction or completed at Date of Policy.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof
and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of
the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount thereof.
CLTA Form 101.4 (Revised 9-10-93)
CLTA-Owner
First American Trtfe Insurance Company
Form No. 1402.06
ALTA Owner's Polley {6-17-06)
ENDORSEMENT
Attached to Policy No. NC$-549829-CC
Issued By
First American Title Insurance Company
Policy Page 11
Policy Number: NCS-549829-CC
The Company insures against loss or damage sustained by the Insured in the event that the owner of the
easement referred to in paragraph 6, 7, 8, 9 10, 11, 12, 13, 14 and 15 of Schedule B shall, for the
purpose of use and maintenance thereof compel the removal of any portion of the improvements on the
Land which encroach upon said easement.
This endorsement is issued as part of the polity. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Fonn 103.3-QG (03-()9-07)
ALTA -Lender
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
ENDORSEMENT
Attached to Policy No. NC$-549829-CC
Issued By
First American Title Insurance Company
Policy Page 12
Policy Number: N<:S-549829-CC
The Company insures against loss or damage sustained by the Insured by reason of the failure of the
land to abut physically open streets known as La Costa Avenue and Rancho Santa Fe Road .
This endorsement is issued as part of the policy. Except as It expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
Q.TA Form 103.7-06 (03-09-07)
ALTA -OWner or Lender
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy {6-17-116)
ENDORSEMENT
Attached to Policy No. NC5-549829-CC
Issued by
First American Title Insurance Company
Polley Page 13
Policy Number: NCS-549829-CC
The Company hereby insures the insured against Joss or damage which the insured shall sustain by
reason of the failure of the land to be the same as that delineated on the plat of a survey made by O'Day
Consultants on January 5, 2012, designated Job No. 10-1290, a copy of which is attached hereto and
made a part hereof.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Form 116.1-06 (03-Q9-Q7)
ALTA-Owner
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-{)6)
ENDORSEMENT
Attached to Policy No. NC$-549829-CC
Issued by
First American Title Insurance Company
Policy Page 14
Policy Number: NCS-549829-CC
The Company insures against loss or damage sustained by reason of the failure of the land described in
Schedule A to constitute a lawfully created parcel according to the Subdivision Map Act (Section 66410, et
seq., of the california Government Code) and local ordinances adopted pursuant thereto.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insuranoo. To the extent a provision of the policy or a previous
endorsement Is Inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Form 116.7..()6 (03-09-{)7)
ALTA -Owner or Lender
First American Title Insurance Company
Form No. 1402.06
AlTA Owner's Policy (6-17-QG)
ENDORSEMENT
Attached to Policy No. NC5-549829-CC
Issued by
Policy Page 15
Policy Number: NC5-549829-CC
First American Title Insurance Company
The Company insures against loss or damage sustained by the Insured by reason of the lack of a right of
access to the following utilities or services: [CHECK ALL THAT APPLY]
g) Water service ~ Natural gas service gj Telephone service
g) Electrical power service g) Sanitary sewer g) Storm water drainage
D 0 il
either over, under or upon rights-of-way or easements for the benefit of the Land because of:
(1) a gap or gore between the boundaries of the Land and the rights-of-way or easements;
(2) a gap between the boundaries of the rights-of-way or easements ; or
(3) a termination by a grantor1 or its successor1 of the rights-of-way or easements.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
American land Title Association
Endorsement 17.2-06 (Utility Access)
Adopted 10/16/08
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
ENDORSEMENT
Attached to Policy No. NC5-549829-CC
Issued by
First American Title Insurance Company
Policy Page 16
Policy Number: NCS-519829-CC
1. The Company insures against loss or damage sustained by the Insured in the event that, at Date
of Policy,
a. Acmrdlng to applicable zoning ordinances and amendments, the land is not dassified
Zone P-C (Planned Community) ;
b. The following use or uses are not allowed under that classification: Those uses set
forth on an approved Master Plan
2. There shall be no liability under this endorsement based on
a. lack of compliance with any conditions, restrictions, or requirements contained in the
zoning ordinances and amendments, induding but not limited to the failure to sea;re
necessary consents or authorizations as a prerequisite to the use or uses. This paragraph
2.a. does not modify or limit the coverage provided in Covered Risk 5.
b. The invalidity of the zoning ordinances and amendments until after a final decree of a
court of competent jurisdiction adjudicating the invalidity, the effect of which is to
prohibit the use or uses.
c. The refusal of any person to purchase, lease or lend money on the Title covered by this
policy.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
American Land Tille Association
Endorsement 3-06 (Zoning)
Adopted 6/17/06
First American Title Insurance Company
Form No. 1102.06
ALTA Owner's Polley (6-17-Q6)
ENDORSEMENT
Attached to Policy No. NCS-549829-CC
Issued By
First American ntle Insurance Company
Polley Page 17
Policy Number: NCS-549829-cc
The Company insures the insured against loss which the insured shall sustain by reason of damage to
existing improvements, induding lawns, shrubbery or trees resulting from the exerdse of any right to use
the surface of the land for the extraction or development of the minerals excepted from the description of
the land or shown as an exception in Schedule B.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (II) modify any prior endorsements, (Iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Form 100.29 (9-10-93)
CL TA -Owner or Lender
First American Trt:le Insurance Company
Form No. 1402.06
ALTA Owner's Policy {6-17-<16)
ENDORSEMENT
Attached to Policy No. Nts-549829-CC
Issued by
First American Title Insurance Company
The policy is amended by deleting paragraph 14 of the Conditions.
Polley Page 18
Polley Number: NCS-549829-a:
This endorsement is issued as part of the policy. Except as it expressly states, It does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement Is Inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Form 110.1-06 (03-09-<17)
ALTA-Owner or Lender
First American Iitle Insurance Company
I
Form No.l402.06
ALTA OWner's Policy (6-17-Q6)
ENDORSEMENT
Attached to Policy No. NCS-549829-CC
Issued by
First American Title Insurance Company
Polley Page 19
Policy Number: NCS-549829-U:
The Company insures against loss or damage sustained by the Insured by reason of:
(1) damage to an existing or future building located on the Land, or
(2) enforced removal or alteration of an existing or future building located on the Land,
as a result of the exerdse of the right of use or maintenance of the easements referred to in
Exceptions 7 and 12 of Schedule B for the purpose for which it was granted or reserved, provided
such future buildings are not constructed within the easement area described in the respective
documents creating such easement.
This endorsement Is Issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the tenns and provisions of the policy, (II) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement Is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
American Land Title Association
Endorsement 28-Q6 (Easement -Damage or Enforced Removal)
Adopted 10/16/08 MODIFIED
First American Title Insurance Company
••
DEVELOPMENTSOLUTIONS2LAC,LLC
AGREEMENT OF LIMITED LIABILITY COMPANY
THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT OF LIMITED
LIABILITY COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS
PROVIDED IN THIS AGREEMENT.
5003004v5
ARTICLE 1
ARTICLE2
ARTICLE3
ARTICLE4
ARTICLES
ARTICLE6
ARTICLE?
ARTICLES
ARTICLE9
ARTICLE 10
ARTICLE 11
ARTICLE 12
ARTICLE 13
ARTICLE 14
ARTICLE 15
ARTICLE 16
ARTICLE 17
ARTICLE 18
SCHEDULE A
SCHEDULER
EXHIBIT A
EXHIBITB
EXHIBITC
5003004v5
TABLE OF CONTENTS
PAGE
DEFINITIONS ................................................................................................. 1
ORGANIZATIONAL MATTERS .................................................................. 6
CAPITAL SUBSCRIPTIONS AND CONTRIBUTIONS .............................. 7
POWERS, DUTIES AND LIABILITIES OF THE MEMBERS .................... 9
DISTRIBUTIONS AND ALLOCATIONS ................................................... 11
EXPENSES; THE MANAGING MEMBER ................................................ 13
INVESTMENTS ............................................................................................ 14
RELATIONSHIP OF MANAGING MEMBER, THE COMPANY
AND OTHERS .............................................................................................. 15
ADMISSION AND WITHDRAWAL OF MEMBERS ................................ 15
AMENDMENTS ........................................................................................... 16
ASSIGNMENT AND TRANSFER ............................................................... 17
DISSOLUTION, WINDING UP AND TERMINATION ............................ 22
REPORTS ETC ............................................................................................. 23
POWER OF ATTORNEY ............................................................................. 24
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
MEMBERS .................................................................................................... 25
VALUATION ................................................................................................ 26
MEMBER DEFAULT ................................................................................... 26
MISCELLANEOUS ...................................................................................... 27
DEVELOPMENT SOLUTIONS 2LAC, LLC -MEMBERS AND
CAPITAL SUBSCRIPTIONS ..................................................................... A-1
DEVELOPMENT SOLUTIONS 2LAC, LLC (THE "COMPANY")
DISTRIBUTION SCHEDULE .................................................................... B-1
ASSET MANAGEMENT AGREEMENT PROVISIONS .................. EX. A-1
BUSINESS PLAN ................................................................................ EX. B-1
SINGLE-PURPOSE ENTITY PROVISIONS ..................................... EX. C-1
Investor Loans
Involuntarily Withdrawn Member
IRP-TPGC
Liquidating Trustee
Majority Group
Members
Minority Group
Non-Closed Proposed Investment
Expenses
Notice
Offered Interest
Option Period
Other Sources
Primary Capital
Purchase Price
Short-Term Investments
Special Allocations
Tag Along Notice
Tag Along Period
Tag Along Right
Transaction
Transaction Notice
Transfer
Transferor
•
Section 17.1 (d)
Section 11.4
Introduction
Section 12.2
Section 11.5
Introduction
Section 11.5
Section 6.1 (b)
Section 11.3
Section 11.3
Section 11.3(a)
Section 4.2( c)
Section 3.1(a)
Section 11.3 (b)
Section 7.2
Section 5.4(d)
Section 11.5
Section 11.5(a)
Section 11.5(a)
Section 11.6
Section 11.6
Section 11.1
Section 11.3
1.2 Other DefiQed Terms. The following terms shall have the meanings specified
below:
"Act" shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101,
et seq., as in effect on the date hereof and as amended from time to time, or any successor law.
"A~" means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under common control
with, such Person.
"AIV" shall mean any entity organized by or on behalf of the Managing Member or its
Affiliates and having economic terms, conditions and management substantially identical, to the
extent practicable, to those of the Company, formed to minimize tax, legal, business, accounting
or regulatory impediments.
"AY!!illll'll~ Ca§b" means all cash funds of the Company from interest, asset sales,
principal prepayments, settlement proceeds, hedging transactions (including, without limitation,
proceeds therefrom and the release of cash collateral posted in connection therewith net of any
losses incurred in connection with any hedging transactions), fees or other sources at any
particular time available for Distribution, after payment of (a) all operating expenses and fees
(including without limitation, the fees to be paid to the Project Manager pursuant to the
Development and Management Agreement(s)) of the Company as of such time, (b) all
2
5003004v5
DEVELOPMENT SOLUTIONS 2LAC, LLC
LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of
DEVELOPMENT SOLUTIONS 2LAC, LLC, a Delaware limited liability company (the
"Company"), is dated as of November 1, 2012, by and among TPG Credit Strategies II GP, L.P.,
as managing member (the "Managing Member"), and DEVELOPMENT SOLUTIONS IA, LLC,
a Delaware limited liability company ("IRP-TPGC") and DAVIDSON TOWN SQUARE 206,
LLC, a California limited liability company ("Davidson"). IRP-TPGC and Davidson shall
collectively be referred to herein as "Members".
WITNESSETH:
WHEREAS, the Company was formed as a limited liability company under the Act
pursuant to a Certificate of Formation dated October 31, 2012; and
WHEREAS, the Members wish to set out fully the Agreement of their respective rights,
powers, obligations and duties regarding the Company and its affairs, assets, liabilities and the
conduct of its management, business and operations;
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
Definitions
1.1 Terms Defined Elsewhere. The following terms are defined elsewhere in this
Agreement, as indicated in the table below.
5003004v5
Acquisition Offeror
Affected Interest
Agreement
Appraised Value
Approved Additional Capital
Business Plan
Capital Account
Company
Davidson
Default Capital
Due Diligence Expenses
Fair Value
Indemnified Party
Investment Proposal
Defined in
Section 11.6
Section 11.4
Introduction
Section 11.7
Section 3.1 (b)
Section 7.1
Section 5.4(a)
Introduction
Introduction
Section 17.1(c)
Section 7.3
Article 16
Section 4.2(a)
Section 7.3
•
outstanding and unpaid obligations of the Company as of such time, (c) all Investor Loans, and
(d) all prior Distributions.
"Bankruptcy" means with respect to any Member or the Company, any of the following:
(i) filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an
arrangement under any applicable bankruptcy, insolvency or similar law, now or hereafter in
effect, or an admission seeking the relief therein provided; (ii) making a general assignment for
the benefit of creditors; (iii) consenting to the appointment of a receiver for all or a substantial
part of such Person's property; (iv) in the case of the filing of an involuntary petition in
bankruptcy, an entry of an order for relief; (v) the entry of a court order appointing a receiver or
trustee for all or a substantial part of such Person's property without its consent; or (vi) the
assumption of custody or sequestration by a court of competent jurisdiction of all or substantially
all of such Person's property.
"Base Rate" at any time shall mean the base or prime rate then offered by J.P. Morgan
Chase & Co., plus two percent (2.00%).
"Business Day" means any day that is not a day on which banks located in Minneapolis,
Minnesota, New York, New York, or San Diego, California are required or authorized by law to
be closed. ·
"Capital Cop.trjbution" means, with respect to each Member, the amount of money and
the initial net asset value of any property other than money such Member has contributed to the
Company pursuant to ARTICLE 3 as of the date in question.
"C!Wital Subscription" shall mean, with respect to each Member, the amount set forth
under the heading Capital Subscription opposite the name of such Member on Schedule A
attached hereto, as such amount may be modified pursuant to the provisions of this Agreement.
"Code" shall mean the U.S. Internal Revenue Code of 1986, as amended from time to
time (including any successor law).
"Defaulting Memb~" means a Member who has defaulted in (a) the payment of any
Capital Subscriptions, or (b) in the payment of any amount due to the Company when required to
be made.
"Development and Management AgreemenK§.)" means those certain Development and
Management Agreement(s) by and between the Company or its subsidiaries and the Project
Manager relating to the management of the Investments, as amended or supplemented from time
to time
"Distribution" means any distribution made by the Company to Members pursuant to
ARTICLE 5 or Article 12.
"ERISA" shall mean the U.S. Employee Retirement Income Security Act of 1974, as
amended from time to time.
5003004v5
"For Cause" means, with respect to Davidson, any of the following: (i) fraud, gross
negligence, conversion of funds, willful misconduct or bad faith or self-dealing on the part of
Davidson or any of its Affiliates, (ii) the commission of an act or omission constituting a default
or "for cause" event by Davidson, an Affiliate of Davidson or the Project Manager under any
operating, leasing or management agreement with the Company or an Affiliate of the Company,
or under any other agreement directly relating to the Investments (including, without limitation,
the Development and Management Agreement(s)); (iii) a material breach of this Agreement by
Davidson that is not cured within 30 days from Davidson's receipt of written notice thereof, or
(iv) a Performance Default.
"Interest" means a Member's membership interest in the Company, and applies to any
part of a membership interest, including all associated rights hereunder and under the Act. A
Member's relative voting and other percentage interest shall be calculated based on the total
amount of capital contributed to the Company by such Member, as a proportion of the total
amount of capital contributed to the Company by all Members.
"Investments" means interests in certain lots and land, and all improvements made
thereon, owned by the Company or its subsidiaries and located in La Costa, California, as well as
all other investments of the Company, as may be agreed upon by the Members. It is anticipated
that Investments will be purchased or entered into by the Company or its subsidiaries from time
to time.
"Involuntary Transfer" means any Transfer of title or beneficial ownership of a Member's
Interest in the Company upon default, forfeiture, Bankruptcy, divorce decree, court order or
otherwise than by a voluntary decision on the part of a Member, other than death.
"Net Eguity Investment" shall have the meaning set forth in that certain Asset
Management Agreement by and between IRP-TPGC and IRP Management Company, which is
further described on Exhibit A attached hereto.
"Nonrecourse Liabilitv" shall have the meaning set forth in Treas. Reg. Section 1. 704-
2(b)(3).
"Non-TPGC Member" means any Member other than a TPGC Member.
"Other Accounts" means any collective investment vehicles or accounts with broad
investment mandates or targeted investment focus that the Managing Member or their Affiliates
may manage.
"Partiallv Adjusted Ca,pital Account" means, with respect to any Member for any period,
the Capital Account of such Member at the beginning of such period, adjusted for all Capital
Contributions and Distributions during such period and all special allocations with respect to
such taxable period, but before giving effect to any allocation of income, gains, losses,
deductions and credits for the period under Section 5.4(b ).
"Partner Nonrecourse Debt" shall have the meaning set forth in Treas. Reg. Section
1. 704-2(b )( 4 ).
4
5003004v5
"Performance Default" means, if on the first anniversary of the date of this Agreement or
at the end of any calendar quarter thereafter:
(i) the total hard and soft costs associated with the Investments (other than
investment returns and loan interest) for any reason exceed or are reasonably projected by
IRP~ TPGC to exceed the total hard and soft costs for the Investments set forth in the
Company's initial Business Plan by $5,000,000 or more. Without limiting the foregoing,
it shall be reasonable for IRP-TPGC to make such projections by utilizing actual unit
costs incurred for lots and homes that comprise the Investments to the applicable date of
determination and inputting such unit costs into any computer program used by IRP-
TPGC to underwrite the Investments, to prepare the Company's initial Business Plan
and/or to track the performance of the Investments;
(ii) on or after December 31, 2014, the aggregate number of sales oflots or
homes comprising the Investments which have actually closed falls behind the absorption
schedule set forth in the Company's initial Business Plan for the applicable period of 12
months after first escrow closing of a residence by an amount equal to or greater than 12
units or thirty percent (30%) of the forty (40) units anticipated to close escrow by
December 31, 2014;
(iii) if the model complex for the Investments is not completed and open for
business by August 1, 2014;
(iv) the filing of a petition in bankruptcy or for an arrangement or for
reorganization pursuant to the United States Bankruptcy Code or any similar law, Federal
or state by Davidson (or any its Affiliates that is acting as a general contractor with
respect to the Investments), or the adjudication by decree of a court of competent
jurisdiction that Davidson (or any its Affiliates that is acting as a general contractor with
respect to the Investments) is a bankrupt, or is declared insolvent, or if Davidson (or any
its Affiliates that is acting as a general contractor with respect to the Investments) shall
make an assignment for the benefit of creditors, or shall admit in writing its inability to
pay its debts generally as they become due, or shall consent to the appointment of a
receiver or receivers of all or any part of its property; or
(v) the filing of a petition in bankruptcy against the Davidson (or any its
Affiliates that is acting as a general contractor with respect to the Investments) or for
reorganization of Davidson (or any its Affiliates that is acting as a general contractor with
respect to the Investments) pursuant to the United States Bankruptcy Code or any similar
law, federal or state, and if such petition shall not be discharged or dismissed within
ninety (90) days after the date on which such petition was filed.
"Person" means any individual or any business, corporation, partnership, joint venture,
limited liability company, unincorporated association, trust or other enterprise.
"Project Manager" means Davidson or such other entity which shall replace such entity
as the project manager pursuant to the terms ofthe Development and Management Agreement(s).
5
5003004v5
-------------------
"Reserves" means the sum of funds or amounts reasonably required to be set aside or
otherwise allocated for working capital to pay taxes, insurance, debt service and future,
anticipated or contingent obligations and expenses incident to the Company's operations or
ownership of its assets that are not otherwise required to be paid by the Members pursuant to the
terms of this Agreement or as provided in the current Business Plan.
"Servicing Fees" shall have the meaning set forth in that certain Asset Management
Agreement by and between IRP-TPGC and IRP Management Company, which are further
described on Exhibit A attached hereto.
"Target CQP'ital Account" shall mean, with respect to any Member and for any taxable
year an amount (which may be either a positive or negative balance) equal to the hypothetical
distributions such Member would receive as described in the next sentence, minus an amount
equal to such Member's share of the "minimum gain" and "partner minimum gain" (as such terms
are used in Treasury Regulation Section 1. 704-2) during such taxable period. The hypothetical
distribution to a Member is equal to the amount that would be received by such member if all
Company assets were sold for cash equal to their book value for tax purposes as adjusted
pursuant to Section 5.4(c) ("Tax Book Value") and all Company liabilities were satisfied to the
extent required by their terms (limited, with respect to Nonrecourse Liability or Partner
Nonrecourse Debt, to the Tax Book Value of the assets securing each such liability) and the
remaining assets were distributed in full to the members pursuant to Section 12.2 of the
Agreement, all as ofthe last day of such year.
"TPGC" means TPG Credit Management, L.P.
"TPGC Member" means any Member affiliated with TPGC and any transferee of such
TPGC Member's interest in the Company.
"!l.:qusw Capital Subscription" means, with respect to a Member, the amount of such
Member's Capital Subscription as of any date (x) reduced by the amount of all Capital
Contributions made by that Member pursuant to ARTICLE 3 as of that date.
ARTICLE2
Organizational Matters
2.1 The Company. The Members hereby associate themselves for the purpose of
forming a limited liability company pursuant to the provisions of this Agreement and the Act.
2.2 Namt;. The name of the Company is Development Solutions 2LAC, LLC. The
business of the Company may be conducted, upon compliance with all applicable laws, under
any other name designated by the Managing Member.
2.3 Place of Business: Registered Office. The Company shall maintain its principal
office in Minneapolis, Minnesota. The Managing Member may at any time change the location
of the Company's principal office to any other location and may establish additional offices. The
Company shall maintain a registered office at the offices of The Corporation Trust Company,
5003004v5
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, or at such other
place as the Managing Member may from time to time designate.
2.4 Purposes. The purpose of the Company is to purchase, directly or indirectly
through its subsidiaries, Investments and to hold, manage and dispose of such Investments in
accordance with the approved Business Plan, and to engage in any other activities which may be
directly or indirectly related or incidental thereto, and any other proper purposes under the Act.
The Managing Member shall have all power and authority, on behalf of the Company, to enter
into, make and perform all contracts and other undertakings and to engage in all activities and
transactions and take any and all actions necessary, appropriate, desirable, incidental or
convenient to or for the furtherance or accomplishment of the above purposes or the furtherance
of any of the provisions herein set forth and to do every other act and thing incident thereto or
connected therewith, including, without limitation, investing of funds of the Company pending
their utilization or disbursement, and any and all of the other powers that may be exercised on
behalf of the Company by the Managing Member pursuant to this Agreement and the Act.
2.5 Members. A Person whose subscription for an interest in the Company has been
accepted by the Managing Member shall be admitted to the Company as a Member upon the
execution and delivery by or on behalf of such Person and the Company of a counterpart of this
Agreement and the reflection of such Person as a Member on Schedule A.
ARTICLE3
Capital Subscriptions and Contributions
3.1 Capital Subscriptions of Meiill>~.
(a) Each Member hereby irrevocably agrees and promises to
contribute to the Company, or at the request of the Managing Member, to pay directly to seller of
the Investments, the capital subscription set forth opposite such Member's name on Schedule A,
in such amounts and at such times as determined by the Managing Member or as otherwise
provided on Schedule A, to fund the purchase of any Investments. Each Member acknowledges
and agrees that such contributions may be used to purchase Investments, or to pay fees, expenses
or liabilities of the Company related thereto. The contributions made pursuant to this Section
3.1(a) shall be referred to herein as the "Primary Capital".
(b) To the extent contributions of additional cash are expressly
approved by the Managing Member (pursuant to the Company's Business Plan or otherwise in
writing) to fund operating expenses of the Company, or other Investment-related expenses, each
Member hereby agrees to contribute cash to the Company, from time to time, within five (5)
calendar days (or, if the fifth calendar day is not a Business Day, the next Business Day
thereafter) after having been given written notice to do so by the Managing Member (or on or
before such later date as may be specified in such notice) or as otherwise provided on Schedule
A. Such contributions of additional cash shall be made pro rata by the Members in proportion to
the capital subscriptions set forth opposite their name on Schedule A. The contributions made
pursuant to this Section 3.1 (b) shall be referred to herein as the "AQproved Additional Capital".
7
5003004v5
(c) Notwithstanding Section 3.1(b) above, in the event contributions
of Approved Additional Capital are needed to fund cost overruns for Investments that are not
funded by excess cash deposited in the operating account established for the Investments or from
any approved loan funded by the Company's construction and/or acquisition and development
lenders, Davidson hereby agrees to contribute cash to the Company to fund the first $100,000 of
such Approved Additional Capital attributable to such cost overruns for the Investments. For the
avoidance of doubt, the aggregate amount of Approved Additional Capital that Davidson
contributes to the Company pursuant to the preceding sentence shall in no event exceed
$100,000. Once Davidson has contributed $100,000 of Approved Additional Capital attributable
to such cost overruns, the Members shall contribute cash to the Company to fund the remaining
amount, if any, of such Approved Additional Capital attributable to such cost overruns for the
Investments pro rata based upon the capital subscriptions set forth opposite their name on
Schedule A. Any such contributions of additional cash shall be contributed by the Members to
the Company within five ( 5) calendar days (or, if the fifth calendar day is not a Business Day, the
next Business Day thereafter) after having been given written notice to do so by the Managing
Member (or on or before such later date as may be specified in such notice) or as otherwise
provided on Schedule A.
3.2 Additional Subscriptions and Additional Members. The Managing Member may
accept Capital Contributions and Capital Subscriptions in addition to those referred to in
Section 3.1, in either case from and with the consent of all of the existing Members.
3.3 Alternative Investment Vehicles. If (a) the Company encounters tax, legal,
business, accounting or regulatory impediments to the making of a potential Investment or
(b) having the Members hold an existing Investment through an entity other than the Company
would be more favorable from a tax, legal, business, accounting or regulatory perspective, the
Managing Member may cause one or more Members to participate in the potential or existing
Investment, as the case may be, through an AIV; provided that no Member shall be required to
participate in any AIV if such participation would result in material adverse consequences for
such Member which would not have resulted from such Member's participation in the Company
(it being understood that non-participation by a Member in an AIV formed to mitigate UBTI and
ECI shall not give rise to any obligation on the part of the Managing Member to develop any
alternative measures to mitigate UBTI and ECI and such non-participating Member shall not
have any liability to any other Member for refusing to participate in an AIV if such participation
would result in material adverse consequences for such Member which would not have resulted
from such Member's participation in the Company). In the case of any AIV, (i) the Managing
Member or an Affiliate thereof shall serve as the Managing Member or in some other fiduciary
capacity with respect to any such AIV (without limiting the responsibilities and obligations of the
Managing Member hereunder), (ii) any contributions made to any such AIV shall reduce the
Unused Capital Subscriptions of the Members making such contributions, (iii) participation by
each Member in any such AIV shall be subject to the provisions of ARTICLE 4, with the
references in such paragraphs to the Company being deemed to refer to such AIV, and the
references in such paragraphs to the Managing Member being deemed to refer to the managing
member or other fiduciary of such AIV and (iv) upon the dissolution of the Company, such AIV
shall similarly be dissolved or its commitment period terminated. The Managing Member shall
use its best efforts to ensure that any such AIV is structured in a manner which would not
5003004v5
unfairly discriminate among the Members and that the respective rights and obligations of the
Managing Member and the Members contained in this Agreement apply in all material respects
to the participants in such AIV.
ARTICLE4
Powers, Duties and Liabilities of the Members
4.1 Powers and Duties.
(a) The Company shall have the power and authority to carry on any
activity which may be lawfully carried on by a limited liability company organized under the
Act. Management, operation and policy of the Company shall be vested exclusively in the
Managing Member, which shall have the power by itself and shall be authorized and empowered
on behalf and in the name of the Company to carry out any and all of the powers, objectives and
purposes of the Company and to perform all acts and enter into and perform all contracts and
other undertakings and engage in all activities and transactions which it may in its sole discretion
deem necessary or advisable or incidental thereto. The initial Managing Member shall be TPG
Credit Strategies II GP, L.P.
(b) The Members other than the Managing Member shall have no
authority or power to act for or bind the Company except as otherwise provided for in this
Agreement or in the Development and Management Agreement(s). The Members, as such, shall
not hold themselves out as managing members or take any action on behalf of the Company or in
any way commit the Company to any agreement or contract and shall have no right or authority
to do any of the foregoing. Except as provided herein or in the Act, no Member shall be liable
for any debt, liability or other obligation of the Company. Except as otherwise set forth herein,
the Members will not have any fiduciary duty or other duty other than as required by applicable
law.
(c) For the avoidance of doubt, the Managing Member's powers shall
include the power to delegate any of the powers and authority vested in it to such officers or
other agents as it may designate. The Managing Member hereby appoints the following persons
as initial officers of the Company:
Rory O'Neill -President
Julie Braun -Vice President and Secretary
Kevin Hiniker -Vice President
4.2 Liab.ilitv andindernnification.
(a) To the maximum extent permitted by applicable law, neither the
Managing Member, the Company's officers, nor any of their respective directors, officers,
employees, partners, members, managers, stockholders, controlling Persons, advisers, Affiliates,
assigns or with the approval of the Managing Member, agents, nor any Person serving at the
request of the Company as a director, officer, employee, member, partner, trustee (or other
9
5003004v5
fiduciary), agent, manager or independent contractor of another partnership, corporation, joint
venture, limited liability company, trust or other enterprise (all of the foregoing Persons being
referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") shall
be liable to the Company or any Member for any act or omission suffered or taken by such
Indemnified Party, unless such act or omission has been determined in a final decision of a court
or other tribunal of competent jurisdiction to constitute fraud, gross negligence or willful
misconduct.
(b) To the maximum extent permitted by applicable law, each
Indemnified Party shall be fully protected and indemnified by the Company out of Company
assets, against all liabilities and losses (including amounts paid in respect of judgments, fines,
penalties or settlement of litigation, and legal fees and expenses reasonably incurred in
connection with any pending or threatened litigation or proceeding) suffered by virtue of such
Indemnified Party's serving as an Indemnified Party with respect to any action or omission
suffered or taken in good faith in connection with or relating to this Agreement, or the
investments, business or affairs of the Company and that has not been determined in a final
decision of a court or other tribunal of competent jurisdiction to constitute fraud, gross
negligence, or willful misconduct. The Company may advance expenses, including legal fees,
for which any Indemnified Party would be entitled by this Agreement to be indemnified upon
receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is
ultimately determined by a court or other tribunal of proper jurisdiction that indemnification for
such expenses is not permitted by law or authorized by this Agreement. Following such
advances, the Managing Member will provide notice thereof to the Members. Each Indemnified
Party may consult with reputable outside legal counsel selected by the Company, and any action
or omission taken or suffered in good faith in reliance and in accordance with the opinion or
advice of such counsel shall be conclusive evidence that such action or omission was suffered or
taken in good faith and did not constitute fraud, gross negligence or willful misconduct. Unless
there is a specific finding that such Indemnified Party's conduct was not suffered or taken in
good faith, or a specific finding of fraud, gross negligence or willful misconduct (or where such a
finding is an essential element of a judgment or order), the termination of any action, suit or
proceeding by judgment, order or settlement, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption for the purposes of this Section 4.2(b) that the Person in
question did not act in good faith, acted fraudulently, was grossly negligent or engaged in willful
misconduct. If any Indemnified Party, having received indemnification from the Company,
subsequently obtains a recovery in respect of the same matter from a third party, such recovery
shall be paid over to the Company to the extent of any payments theretofore received by such
Indemnified Party by way of indemnification from the Company. The provisions of this
Section 4.2(b) shall inure to the benefit of the successors, assigns, heirs and personal
representatives of the Indemnified Parties.
(c) Notwithstanding any other provisions of this Section 4.2, to the
maximum extent permitted by law, the Company's obligations pursuant to this Section 4.2 with
respect to all claims, regardless of when the events giving rise to the claim arose, shall be
secondary to any obligations of any portfolio company or other person (other than the Managing
Member, or any Other Account) ("Other Sources") to provide indemnification, advancement of
expenses and/or insurance to the Indemnified Party, whether such recovery is provided by law,
10
5003004v5
------------------------------------------------------------------------
contract or otherwise. The Indemnified Party shall first seek recovery from such Other Sources
(unless an indemnified person determines in good faith that it would be futile to do so or it does
not have a current right to indemnification from such other sources or the claim is tolled, delayed
or subordinated), provided that to the extent any such claim is not promptly satisfied, the
Company may advance any amounts due to the Indemnified Party pursuant to Section 4.2(b ),
subject to the repayment of such amounts by the recipients to the extent they receive payments
from Other Sources. No such advancement or payment by the Company shall affect the
foregoing subordination of the Companys obligations pursuant to this Section 4.2(c), and the
Company shall be subrogated to the extent of such advanced amounts to all the rights of recovery
from Other Sources that an Indemnified Party may have. It is agreed and understood that the
foregoing subordination of the Companys indemnification obligations shall only reduce such
obligations hereunder to the extent indemnification is received by the Indemnified Party from
Other Sources.
ARTICLES
Distributions and Allocations
5.1 Distributions of Available Cash. Distributions of Available Cash will be made at
the times determined by the Managing Member in its sole discretion. Distributions of Available
Cash will be made monthly on a day mutually determined by the Members after an Investment
Pool has received a cash collection in the amounts and order of priority set forth on Schedule B
attached hereto.
5.2 Distributions of Securities. Distributions pursuant to Section 5.1 may be made
in cash or in securities; provided, however, that, except in connection with the dissolution of the
Company, the Company will not distribute securities to the Members unless consented to by each
affected Member and such securities are permitted by law to be held by such Members. In the
case of any distribution of securities, securities shall be valued pursuant to Article 16.
Notwithstanding Section 18-605 of the Act, the Managing Member shall, in making distributions
of cash and securities or more than one type of security, allocate such cash and/or securities in
equal proportions among the participating Members with respect to such securities except to the
extent necessary to avoid a Member receiving a security that it is prohibited from holding or in
connection with offering investors the option of receiving a distribution in-kind or having the
Company include such securities in a sale or other disposition transaction.
5.3 Reserves. Notwithstanding Section 5.1, the Managing Member may retain
amounts it considers prudent as Reserves.
5.4 Capital Accounts and Allocations.
(a) Capital Accounts. A separate capital account (a "Cm1itcij
Account") shall be established and maintained for each Member in accordance with the
following provisions: to each Member's Capital Account there shall be (a) credited the amount of
Capital Contributions made to the Company by such Member in accordance with ARTICLE 3,
and the income and gains allocated to the Member pursuant to Section (b), and (b) debited the
amount of cash and the fair market value of any Company property distributed to such Member
11
5003004v5
in its capacity as a Member and the losses and deductions allocated to the Member pursuant to
Section (b). The provisions of this Agreement relating to the maintenance of Capital Accounts
are intended to comply with Treasury Regulation Section 1. 704-1 (b), and shall be interpreted and
applied in a manner consistent with such Treasury Regulations.
(b) Allocations of profits and losses.
(i) Profits. After giving effect to the special allocations set
forth in Section 5.4(d) hereof, profits for any taxable year shall be allocated among the Members
so as to reduce, proportionately, the differences between their respective Target Capital Accounts
and Partially Adjusted Capital Accounts for such taxable year. No portion of the profits for any
taxable year shall be allocated to a Member whose Partially Adjusted Capital Account is greater
than or equal to its Target Capital Account for such taxable year
(ii) Losses. After giving effect to the special allocations set
forth in Section 5.4(d) hereof, losses for any taxable year shall be allocated among the Members
so as to reduce, proportionately, the differences between their respective Partially Adjusted
Capital Accounts and Target Capital Accounts for such taxable year. No portion of the losses
shall be allocated to Members whose Target Capital Account is greater or equal to its Partially
Adjusted Capital Account for such taxable year.
(c) Adjustments to Capital Accounts. Immediately prior to any
Capital Contribution by a Member, the book value of each of the Company's assets shall be
adjusted to equal its respective Fair Value, as reasonably determined by the Managing Member,
the unrealized appreciation or depreciation of each asset will be allocated to the Capital Accounts
of the Members pursuant to this Section 5.4, and thereafter, any allocation of income, gain, loss
and deduction with respect to such assets shall take account of any variation between the
adjusted tax basis of the asset to the Company and its book value in the same manner as under
Section 704(c) of the Code and any Treasury Regulations promulgated thereunder.
(d) Authority of the Managing Member. The Managing Member, in
consultation with the Company's tax advisor, is authorized (a) to interpret and apply the tax
allocation provisions hereof as providing for a "qualified income offset," "minimum gain
chargeback" and such other allocation principles as may be required under Section 704 of the
Code and applicable Treasury Regulations ("Special Allocations"); (b) to determine the tax
allocation of specific items of income, gain, loss, deduction and credit of the Company; and (c)
to vary any and all of the foregoing tax allocation provisions to the extent necessary in the
judgment of the Managing Member to comply with Section 704 of the Code and applicable
Treasury Regulations. The Managing Member shall have the power and authority to make all
accounting, tax and financial determinations and decisions with respect to the Company.
5.5 Withholding. Each Member hereby authorizes the Company to withhold and
pay over any withholding or other taxes payable by the Company (pursuant to the Code or any
provision of U.S. federal, state or local or non-U.S. law) as a result of such Member's status as a
Member hereunder. Such Member shall be deemed for all purposes of this Agreement to have
received a payment from the Company as of the time each tax or other amount allocable to such
Member or resulting from such Member's status as a Member is paid or withheld by the
12
5003004v5
------------------~---------------------
Company, which payment shall be considered a loan from the Company to such Member. Such
loan shall be repayable on demand or, at the election of the Managing Member, discharged out of
distributions to which such Member would otherwise be entitled and shall, at the option of the
Managing Member, bear interest at the then "applicable federal short-term rate" under the Code
and the regulations promulgated thereunder, from the date the loan is deemed to be made until its
date of repayment or discharge. The withholdings referred to in this Section 5.5 shall be made at
the maximum statutory rate under applicable laws unless the Managing Member has received an
opinion of counsel or other evidence, satisfactory to the Managing Member, that a lower rate is
applicable, or that no withholding is applicable. The provisions of this Section 5.5 regarding
withholding by the Company shall survive the dissolution, winding-up and termination of the
Company.
ARTICLE 6
Expenses; The Managing Member
6.1 Ex,penses.
(a) The Company, and not the Managing Member, IRP-TPGC or
Davidson, shall pay, or, if paid by the Managing Member, IRP-TPGC or Davidson, reimburse the
Managing Member, IRP-TPGC or Davidson as reasonably approved by Managing Member, for
all costs and expenditures arising in connection with the Company's operations, including
without limitation: (a) all expenses incurred in the organization of the Company; (b) all expenses
of legal, accounting, operations, administration, and other professional services to the Company
and filing and similar fees paid on behalf of the Company, to the extent that such expenses are
not reimbursed by entities in which the Company invests or proposes to invest (excluding, for
clarity, any of Davidson's staff and technology costs); (c) all Servicing Fees paid by IRP-TPGC
to IRP Management Company based upon that portion of the Net Equity Investment that relates
specifically to the Investments; (d) all custody, administration, transfer, registration and similar
expenses incurred by the Company; (e) all reasonable third party fees paid by Davidson to
acquire the right to buy the Investments, including legal and consulting and third party costs
reasonably expended to enter into the contract with Property Development Centers, LLC relating
thereto and other investigations and due diligence expenses normally incurred in acquiring such
Investments for the benefit of the Company, all to be included in the approved Business Plan;(±)
all brokerage and finders' fees and commissions and discounts incurred in connection with the
purchase or sale of securities, loans or real estate; (g) all interest on borrowed funds (if any); (h)
all extraordinary expenses, such as litigation expenses and indemnification expenses; (i) all taxes
incurred by the Company (if any); and (j) other similar fees and expenses.
(b) Material expenses incurred by the Company or the Members in
connection with proposed Investments that are aborted prior to consummation (such expenses
"Non-Closed Proposed Investment Expenses"), will be allocated Y2 to IRP-TPGC and Y2 to
Davidson, if originally incurred by the Company. Alternatively, if any such Non-Closed
Proposed Investment Expenses authorized by the Managing Member are incurred by a Member,
then the Members will promptly reimburse or contribute to the other Members amounts
necessary such that they shall bear such expenses in a manner consistent with the above
allocation of such expenses.
13
5003004v5
ARTICLE?
Investments
7.1 Investment Restrictions. The Company will not, and the Managing Member will
cause the Company not to, invest in any assets other than the Investments. All Investments
agreed to by the Members shall be based on a business plan agreed to by the Members prior to
closing on the acquisition of such Investments, which shall (i) outline the size, mix, projected
sales price and absorption of lots and homes (if applicable) related to such Investments, (ii) all
anticipated costs necessary to acquire, develop, market, finance and sell such Investments, and
(iii) projected cash flows related to such Investments (the "Business Plan"). The initial Business
Plan for the Investments is attached hereto as Exhibit B. All changes or amendments to the
Business Plan must be approved in advance in writing by all Members. Davidson will
recommend, no less than annually, and more frequently as Davidson feels is necessary as a result
of changes in the market and/or events impacting the Investments, modification to the proposed
Business Plan for the remaining expected term of the Investments, which may be approved or
rejected by IRP-TPGC in its sole discretion.
7.2 Short-Term Investments. All cash of the Company, including without limitation
Capital Contributions pending their investment or Distribution, all interest and dividends
received with respect to all Investments of the Company, all amounts realized on the sale,
exchange or other disposition of securities and other assets of the Company, mandatory or
voluntary redemptions and repurchases of securities and all miscellaneous income received from
investment of idle funds, will be invested in Short-Term Investments to the extent they are not
then required to provide for distributions, fees, expenses or the purchase of Investments. The
term "Short-Term Investments" shall mean (a) any direct obligations of, or obligations which are
guaranteed by, the United States of America, or any agency, authority or instrumentality thereof,
(b) certificates of deposit, time deposits, demand deposits and bankers acceptances of banks or
trust companies, (c) mutual funds that invest primarily in one or more of the foregoing, and
(d) money market funds.
7.3 Due Diligence Expenses. If the Managing Member decides to conduct due
diligence with respect to a proposed Investment (each an "Investment Proposal"), a team
comprised of professionals, including lawyers, accountants and appraisers, shall perform due
diligence under the joint supervision of the Members. The Managing Member shall have the
right to approve the engagement and scope of the advisors comprising the due diligence team
and monitor the progress of the due diligence team. All external advisory costs associated with
the due diligence conducted for that proposed Investment, including without limitation, legal fees
and the fees of any other professionals, but excluding any of Davidson's staff and technology
costs (collectively, "Due Diligence Expenses"), shall be incurred only when approved by the
Managing Member or included in the Company's approved due diligence Budget, and shall be
paid by the Company. Furthermore, if the Company consummates an Investment with respect to
which it has incurred Due Diligence Expenses, such expenses will be capitalized into the
acquisition costs for such Investment to the greatest extent permitted.
7.4 QID_e,r l}ysinesses. The Managing Member or its Affiliates may offer any Other
Accounts the right to co-invest with the Company (directly or indirectly) in any Investment on a
14
5003004v5
pro rata basis, unless the Managing Member determines that another equitable allocation is
appropriate in light of the investment objectives, liquidity, duration of investment period,
diversification and tax considerations of participating accounts. Nothing contained herein shall
in any way restrict participation in an Investment by any of the following: sellers, management,
strategic and financial partners, finders, brokers or other sourcing Persons, senior, subordinated
or mezzanine lenders or preferred stockholders, or any lender or preferred stockholder holding
common equity or rights relating thereto. Nothing contained herein shall dilute a Member's
Interest without consent of such Member in that Member's sole and absolute discretion.
ARTICLES
Relationship of Managing Member, the CoJIU)@ny and Others
8.1 Other Activities. Except as otherwise specifically provided herein, each of the
Managing Member and the Members is and may be affiliated with other Persons, and the
Managing Member, the Members and any of their members, managers, partners, officers,
employees and Affiliates may have business interests and engage in business activities in
addition to those connected with the Company, which interests and activities may be similar to or
different from those of the Company and may include without limitation acquiring interests as a
partner, a stockholder, a member or otherwise in other entities, or performing investment
advisory services and management services for various clients and accounts other than the
Company. In conducting business activities or acquiring business interests whether different
from or similar to those of the Company, the Managing Member, the Members and their
members, managers, partners, officers, employees and Affiliates shall not, except as specifically
provided to the contrary herein or in the Development and Management Agreement(s), be under
any duty or obligation to make available to the Company any business opportunity other than the
opportunity to make an investment in the Investments.
ARTICLE9
Admission and Withdrawal of Members
9.1 Addition~! Members. Except for substitute Members admitted in accordance
with Article 11, additional Members may be admitted only in accordance with Sections 2.5 and
3.2.
9.2 Withdrawal bv Members. No Member shall have any right to withdraw from the
Company prior to its termination.
9.3 Removal of Member by the Managing Member. The Managing Member may
require the withdrawal of Davidson, or any of its Affiliates, from the Company upon the
occurrence of a For Cause event. Effective upon the removal date, as determined by the
Managing Member in its reasonable discretion, such Member will cease to be a Member of the
Company for all purposes and, except for its right to receive payment for its Company interest
pursuant to this Section 9.3, will no longer be entitled to the rights or subject to the obligations of
a Member under this Agreement, including without limitation the right to receive allocations
pursuant to Section 5.4, the right to receive Distributions pursuant to Section 5.1 and upon
15
5003004v5
liquidation of the Company pursuant to Section 12.2, and the right to vote on Company matters
as provided in this Agreement; provided, such Member shall be entitled to receive the pro rata
portion of any pending Distributions pursuant to Section 5.1 for the period immediately prior to
the removal date unless the reason for such withdrawal is the fraud or willful misconduct of such
Member. If a Member is removed from the Company pursuant to this Section 9.3, the Managing
Member shall, as promptly as practicable after such Member's withdrawal date, as determined by
the Managing Member in its sole discretion, make a special distribution of cash, cash equivalents
and securities, or any combination of the foregoing, equal to the value, without discounting the
value due to the illiquidity, minority position, or lack of voting or other management rights, as
determined by an independent appraiser, of such Member's interest in the Company. The
independent appraiser used to provide the valuation for such Member's interest in the Company
shall be selected in good faith by the Managing Member with the consent of the withdrawing
Member, not to be unreasonably withheld. If the parties cannot agree on the selection of an
independent appraiser, then each party shall select its own independent appraiser and such
appraisers shall mutually select a third independent appraiser, who shall then make such
determination. If part of such distribution would be payable other than in cash, the withdrawing
Member may elect to defer receipt of such portion of the distribution upon such terms as such
withdrawing Member and the Managing Member may agree at the time.
ARTICLE 10
Amendments
The Managing Member may, without the necessity of the consent of any of the Members:
(a) amend any provision of this Agreement (i) to cure any ambiguity herein or correct or
supplement any provision hereof which is incomplete or inconsistent with any other provision
hereof and to correct any typographical or clerical error or omission, provided that such
amendment does not have an adverse effect on any Member, (ii) to change the name of the
Company, or (iii) to prevent the assets of the Company from being treated as "plan assets" for
purposes of ERISA (or the Code for a comparable law or regulation), and (b) amend Schedule A
to this Agreement from time to time to reflect any changes in the capital subscriptions of the
Members or any sale or other Transfer of any interest in the Company or any permitted
withdrawal of a Member or any admission of a new Member permitted by this Agreement. In
addition, the Managing Member may with the approval of at least 66 2/3% of the Interests,
amend any provision of this Agreement. Notwithstanding anything contained herein without the
consent of each affected Member, no such amendment shall be made which would (A) make
such Member a managing member, (B) increase the Capital Subscription of such Member, (C)
reduce the interest of such Member relative to other Members in the capital, profits or
distributions of the Company (except in connection with the admission of new Members or the
acceptance of additional Capital Subscriptions or Capital Contributions in accordance with the
terms of this Agreement), (D) amend this ARTICLE 10, (E) alter the limited liability of such
Member hereunder, (F) amend Schedule B, or (G) materially impact the rights and benefits of
such Member. For purposes of this ARTICLE 10, the failure of a Member to respond to a notice
of a proposed amendment to this Agreement within 30 Business Days of the date of such notice
shall constitute such Member's consent to the proposed amendment.
16
5003004v5
---------------J
ARTICLE 11
Assignment and Transfer
11.1 Transfer. A Member's Interest in the Company may not be sold, assigned,
encumbered, pledged, hypothecated, mortgaged, exchanged, given away, or in any other way
disposed of or transferred, in whole or in part, voluntarily or involuntarily, by operation of law,
pursuant to judicial process or otherwise (a "Transfer"), except (i) in conformance with the
provisions with this Article 11, or (ii) with the consent of all Members, other than the transferring
Member. Any attempted Transfer of any or all rights associated with a Member's Interest, other
than in accordance with this Article 11, shall be void and of no legal effect, and the Company
shall not be obligated for any purpose whatsoever to recognize such Transfer or assignment, and
such party shall in no event be admitted as a Member.
11.2 Exce.ption. Notwithstanding Section 11.1 or any other prov1s1on of this
Agreement to the contrary, a Member may transfer its Interest in the Company to any other
Member or to any other Person that is an Affiliate of the Member, and is not a competitor of the
Company and provided that such transfer does not have or threaten to have any adverse tax,
entity termination or other consequences for the Company or any other Member.
11.3 Right of First Refusal. If a Member (the "Transferor") desires to Transfer its
Interest in the Company owned by such Transferor (the "Offered Interest") to any party that is
not an Affiliate of the Member, the Transferor shall give the Company and. the other Members
written notice of such proposed Transfer (the "Notice"). The Notice shall contain a detailed
description of the terms and conditions of such Transfer, including the name of the proposed
transferee, if any. Each Member agrees to consider only offers for cash, and no Transfer shall
have or threaten to have any adverse tax, entity termination or other consequences for the
Company. Upon receipt of the Notice, the remaining Members shall have the following rights of
first refusal with regard to the Offered Interest:
(a) Members' Ootion. For a period of thirty (30) Business Days
following receipt of the Notice (the "Option Period"), the remaining Members shall have the
right to buy all, and not less than all, of the Offered Interest at the Purchase Price and in
accordance with the terms of this Section 11.3. The Members shall exercise their right to
purchase the Offered Interest by delivering to the Transferor, the remaining Members and the
Company, within the Option Period, written notice specifying the Offered Interest to be
purchased, along with sufficient evidence (including evidence of funds sufficient to pay the
Purchase Price (as defined below)) satisfactory to the Transferor that the Member will be able, in
all respects, to complete the proposed purchase on or before the scheduled closing date with the
prospective buyer. Each remaining Member shall be entitled to purchase that portion of the
Offered Interest that bears the same ratio to the Offered Interest as the Interest owned by such
remaining Member bears to the total Interests owned by all Members, not including the Offered
Interest. In the event that any Member does not elect to purchase his or her portion of the
Offered Interest, the Members who have elected to purchase their pro-rata portion may elect to
purchase such non-electing Member's pro-rata portion in the same ratio as each purchasing
Member's Interest bears to the total Interest of all purchasing Members.
17
5003004v5
(b) Purchase Price. The purchase price to be paid for the Offered
Interest to be purchased shall be equal to the price set forth in the Notice (the "Purchase Price").
Unless otherwise agreed to by the Transferor and the purchaser(s), the Purchase Price shall be
payable in cash at closing.
(c) Closing. The closing for the sale of the Offered Interest to be
purchased shall take place at the Company's principal office and shall occur within thirty (30)
days after the end of the Option Period. The closing may occur earlier or at another location if
mutually agreed upon by the Transferor and the purchaser(s). The Transferor shall deliver
documentation representing the Offered Interest to be purchased, duly endorsed for transfer, shall
represent and warrant that he or it has good and marketable title to such Offered Interest and that
such Offered Interest is free from all liens, encumbrances and interests of third parties at the time
of the closing and shall take all other actions necessary to Transfer the Offered Interest as the
purchaser(s) may reasonably request.
(d) Failure to Purchase Offered Interest. If the remaining Members
do not elect to purchase all of the Offered Interest pursuant to the terms of this Section 11.3, the
Transferor shall be free to Transfer all of the Offered Interest to the proposed transferee, if any,
set forth in the Notice within thirty (30) Business Days after the end of the Option Period. If the
Transferor does not sell the Offered Interest in accordance with the terms set forth in the Notice
within such thirty (30) day period, any subsequent offer or sale of the Offered Interest shall again
be subject to this Section 11.3.
11.4 Iuvoluntarv Transfer. Upon an Involuntary Transfer of the Member's Interest
(the "Involuntarily _ _Fithdrawn -~emb.g"), the remaining Members shall have the right to
purchase all or any portion of the Interest owned by such Involuntarily Withdrawn Member (the
"Affected Interest"), in accordance with the provisions of Section 11.3, except that the purchase
price and terms of sale of the Affected Interest shall be determined in accordance with this
Section 11.4. The Involuntarily Withdrawn Members shall promptly notify the other Members
upon the occurrence or anticipated occurrence of any Involuntary Transfer. For purposes of this
Section 11.4, all references in Section 11.3 to "Offered Interest" shall be deemed to be references
to "Affected Interest" and all references to "Transferor" shall be deemed to be references to
"Involuntarily Withdrawn Member." For purposes of this Section 11.4, the Option Period
referenced in Section 11.3 shall commence upon the date the other Members receive written
notice of the Involuntary Transfer.
(a) Purchase Price: Terms of Payment. The purchase price to be paid
for the Affected Interest to be purchased shall be equal to the Appraised Value (as defined below)
of ·the Affected Interest to be purchased. Unless otherwise agreed to by the Involuntarily
Withdrawn Member and the purchaser(s), the entire purchase price shall be payable in cash.
(b) Closing. The closing for the sale of the Affected Interest to be
purchased shall take place at the Company's principal office and shall occur within thirty (30)
Business Days after the end of the Option Period. The closing may occur earlier or at another
location if mutually agreed upon by the Involuntarily Withdrawn Member and the purchaser(s).
The Involuntarily Withdrawn Member shall deliver documentation representing the Affected
Interest to be transferred, duly endorsed for transfer, shall represent and warrant that he or it has
18
5003004v5
good and marketable title to such Affected Interest and that such Affected Interest are free from
all liens, encumbrances and interests of third parties at the time of the closing and shall take all
other actions necessary to Transfer the Affected Interests as the purchaser(s) may reasonably
request.
(c) Failure to Purchase All Affected Interest. If the other Members
do not purchase all of the Affected Interest pursuant to the terms of this Section 11.4, the
Involuntarily Withdrawn Member may continue to own any Affected Interest not purchased by
the other Members or may seek to Transfer such remaining Affected Interest; provided, however,
that any such proposed Transfer shall be subject to the other Members' rights of first refusal set
forth in Section 11.3.
11.5 T;m AlODJL~igbts. If (i) any Member or Members holding more than 50% of all
the Interests of the Company (the "Majority Group") desires to sell or otherwise Transfer more
than 50% of all of the Interests of the Company to a third party (other than Affiliates of the
Members), whether pursuant to a merger, consolidation, sale of Interests of the Company by its
Members or otherwise, and (ii) and the other Members (the "Minority Group") does not exercise
their purchase rights under Section 11.3, and (iii) as a result of such Transfer, the Majority Group
shall cease to own a majority of the Interests of the Company, the Majority Group shall notify the
members of the Minority Group of the proposed Transfer (the "Tag Along Notice") and shall
permit the members of the Minority Group to participate, proportionately, as a seller in such
transaction at the same price and on the same terms and conditions as the Majority Group (the
"Tag Along Right"). The Tag Along Notice shall contain a detailed description of the terms and
conditions of such Transfer, including the name of the proposed transferee.
(a) Exercise of Tag Along Right. Each member of the Minority
Group shall exercise his or its Tag Along Right by delivering to the Majority Group, within
fifteen (15) Business Days after receipt of the Tag Along Notice (the "Tag Along Period"),
written notice specifying the Interests owned by the member of the Minority Group to be sold in
connection with such Transfer. Failure of a member of the Minority Group to notify the Majority
Group of the Interests owned by a member of the Minority Group to be sold in connection with
such Transfer within the Tag Along Period shall be deemed to be an election by a member of the
Minority Group not to exercise his or its Tag Along Right.
(b) Closing. Upon the expiration of the Tag Along Period, the
Majority Group may sell its Interests in accordance with the terms and conditions set forth in the
Tag Along Notice; provided that the Transfer is fully consummated within sixty (60) days after
the expiration of the Tag Along Period. If a member of the Minority Group exercises his or its
Tag Along Right, then such member of the Minority Group shall, at the closing, (i) deliver
documentation representing the Interests owned by the member of the Minority Group duly
endorsed for transfer; (ii) represent and warrant that he or it has good and marketable title to the
Interests owned by the member of the Minority Group, free and clear of all liens, encumbrances
and interests of third parties at the time of the closing; and (iii) take all other actions necessary to
Transfer the Interests owned by the member of the Minority Group as the Majority Group may
reasonably request. All reasonable out-of-pocket expenses incurred by the Majority Group in
connection with any sale or other disposition of the Interests sold pursuant to this Section 11.5
19
5003004v5
shall be borne by all Persons participating in any such sale or disposition, pro-rata based on the
net proceeds received.
11.6 Drag .. ~long Rights. If a Majority Group desires to sell or otherwise Transfer
more than 50% of all of the Membership Interests of the Company to a third party (other than
Affiliates of the Members), whether pursuant to a merger, consolidation, sale of Interests of the
Company by its Members or otherwise (collectively, a "Transaction"), and the Minority Group
does not exercise their purchase rights under Section 11.3, then the Majority Group shall provide
written notice (a "Tra,n..§,~ction Notice") to the Minority Group and shall have the option to
require the members of the Minority Group to participate, proportionately, as sellers in such
Transaction at the same price and on the same terms and conditions as the Majority Group. The
Transaction Notice shall set forth the name and address of the Person (the "Acguisition Offeror")
proposing to buy the Company or its Interests and summarize the basic tenns of the proposed
Transaction. Upon the election of such option by the Majority Group, each member of the
Minority Group hereby (i) waives, to the fullest extent permitted by law, all applicable appraisal
rights and rights to object to or dissent from such Transaction; (ii) agrees to vote in favor of such
Transaction; and (iii) agrees to cooperate and take all lawful action reasonably requested by the
Majority Group to complete the Transaction, including the delivery of such assignments,
certificates or other documents required to transfer the Interests owned by the members of the
Minority Group to the Acquisition Offeror. The Majority Group shall have the right to terminate
the Transaction at any time prior to its completion. Each member of the Minority Group hereby
appoints the Majority Group as its true and lawful proxy and attorney, with full power of
substitution, to vote all Membership Interests owned by each member of the Minority Group or
over which any member of the Minority Group has voting control to effectuate the agreements
set forth in this Section 11.6 if (and only if) any member of the Minority Group fails to comply
on a timely basis with the provisions of this Section 11.6. The proxies and powers granted by the
members of the Minority Group pursuant to this Section 11.6 are coupled with an interest and are
given to secure the performance of the members of the Minority Group's duties under this
Section 11.6 and are irrevocable for so long as this Section 11.6 shall remain in effect.
(a) with respect to the Drag Along Rights described in Section 11.6
above, the following additional provisions shall apply:
(b) each Member shall receive the same proceeds in the same priority
as if such proceeds were being distributed as Distributions pursuant to this Agreement;
(c) if any Member is entitled to different forms of consideration, each
Member should have an option to receive the same form of consideration;
(d) the amount that any Member would be required to pay for
indemnity obligations of the Company or purchase price adjustments should be the lesser of (i)
its pro-rata share or (ii) the proceeds received by such Members (provided that to the extent that
any indemnity obligation is attributable to such Member, such Member shall be required to pay
such amount attributable to it);
(e) with respect to any consideration (other than any compensation
package for future services provided by any Member who will be employed by the surviving
20
S003004v5
organization subsequent to the consummation of the Transaction and comparable to that of
similarly situated employees in the same industry) to be paid to any Member with respect to its
Membership Interests in the Company (including, without limitation, consulting fees,
management fees, noncompetition payments and transition service fees, except for such fees or
payments excluded above), each Member shall receive a portion of such additional consideration
equal to the amount that such Member would have received if such additional consideration had
been distributed by the Company as Distributions pursuant to this Agreement;
(f) the only representations, warranties or covenants that any
Member shall be required to make are with respect to its own ownership of the Company's
interests to be sold by it (including its ability to convey title free and clear ofliens, encumbrances
or adverse claims and reasonable covenants regarding confidentiality, publicity and similar
matters); and
(g) any Member shall not be required to agree to any covenant not to
compete or covenant not to solicit customers, employees or suppliers.
11.7 Anmaised Value. The appraised value of the Affected Interests (the "&mraised
Value") shall be as mutually determined by the Company and the Involuntarily Withdrawn
Member, and shall take into consideration all relevant factors, including, without limitation, the
pro rata percentage of equity such Interests represents of the total of all Interests outstanding as
of the date of the Involuntary Transfer, as applicable, except that, the value of the Affected
Interests shall be determined without discounting the value of the Affected Interests due to their
illiquidity, minority position, or lack of voting or other management rights. If the Company and
the Involuntarily Withdrawn Member cannot agree upon the Appraised Value, then the Appraised
Value shall be determined by an independent appraiser selected upon the mutual agreement of
the Company and the Involuntarily Withdrawn Member. If the Company and the Involuntarily
Withdrawn Member cannot agree upon an appraiser, then the Appraised Value shall be
determined by two (2) appraisers, one of which shall be selected by the Company and one of
which shall be selected by the Involuntarily Withdrawn Member. In determining the Appraised
Value, the appraisers shall not discount the value of the Affected Interests due to their illiquidity,
minority position, or lack of voting or other management rights of the Affected Interests. If the
Appraised Values, as determined by the appraisers, do not differ by greater than ten percent
(10%), then the Appraised Value shall be the average of the two (2) Appraised Values, as so
determined by such appraisers. If the Appraised Values differ by greater than ten percent (1 0% ),
then the two appraisers shall select a third appraiser which shall make its own determination of
the Appraised Value. The Appraised Value shall then be the average of the Appraised Values of
the two (2) closest determinations of any of the three (3) appraisers. The Company and the
Involuntarily Withdrawn Member shall equally share in the fees and expenses of each of the
appraisers in rendering opinions as to the Appraised Value. The appraisals shall be based upon
customary appraisal practices; provided, however, that the parties agree that in calculating the
Appraised Value, no adjustments in valuation shall be made for lack of control (i.e., minority
discount) or lack of marketability (i.e., liquidity discount).
11.8 Transfer Requirements. Notwithstanding any other proVIsiOns of this
Agreement, no Member may Transfer any Interests unless the transferee accepts and agrees to be
21
5003004v5
•
bound by the provisions of this Agreement, and executes such documents or instruments as the
Members may require as evidence of such acceptance and agreement.
11.9 Additional Conditions to Transfer. Notwithstanding any other provisions of this
Agreement, no Non-TPGC Member may Transfer any Interests unless:
(a) the Non-TPGC Member is not in breach of any of its material
obligations relating to the Company or any Investment;
(b) any transferee of the Non-TPGC Merriber's Interest is approved
by the Managing Member (such approval not to be unreasonably withheld or delayed); and
(c) in the event of a Transfer of all of Davidson's Interest, Project
Manager will continue to provide services for all Investments under the same terms and
conditions and set forth in the Development and Management Agreement(s), unless the Transfer
is to a third party approved by IRP-TPGC whose purpose is to take over the provision of such
services.
ARTICLE 12
Dissolution. Winding Up and Termination
12.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up
at any time there are no Members of the Company or upon the occurrence of any of the
following events:
(a)
dissolve the Company;
the reasonable determination by the Managing Member to
(b) an event of withdrawal of the Managing Member has occurred
under the Act; provided, however, the Company shall not be dissolved or required to be wound
up upon an event of withdrawal of the Managing Member if, within 90 Business Days after the
occurrence of such event of withdrawal, at least 50% of the Interests agree in writing to continue
the business of the Company and to the appointment, effective as of the date of the event of
withdrawal, a successor managing member of the Company; or
(c)
Section 18-802 of the Act.
the entry of a decree of judicial dissolution has occurred under
12.2 Liquidation. Upon dissolution of the Company, the Managing Member, or, in
the event that the dissolution is caused by an event described in Section 12.l(b) and there is no
other managing member, a Person or Persons who may be approved by at least 50% of the
Interests as the "Liquidating Trustee," shall immediately commence to wind up the Company's
affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of
the assets of the Company and the discharge of liabilities to creditors so as to enable the
Members to minimize the normal losses attendant upon a liquidation. The proceeds of
liquidation shall be distributed, as realized, in the following order and priority:
22
5003004v5
(a) to creditors of the Company, including Members who are
creditors to the extent permitted by law, in satisfaction of liabilities of the Company (whether by
payment thereof or the making of reasonable provision for payment thereof) other than liabilities
for which reasonable provision for payment has been made and liabilities for distributions to
Members under Article 5 and Article 17;
(b) to the Members in accordance with Article 5; and
(c) to the Members in satisfaction ofliabilities under ARTICLE 17.
Notwithstanding anything to the contrary contained herein, the Managing Member shall
have no obligation or liability to the Company as a result of any deficit in its Capital Account
existing from time to time.
12.3 Termination. The Company shall terminate when all the assets of the Company,
after payment of or due provision for all debts, liabilities and obligations of the Company, shall
have been distributed to the Members in the manner provided for in this ARTICLE 12, and the
certificate of Limited Liability Company shall have been canceled in the manner required by the
Act.
ARTICLE 13
RePOrts etc.
13.1 Fiscal Year and Records. The fiscal year of the Company shall be the calendar
year. Subject to the obligations of the Project Manager, the Managing Member shall keep or
cause to be kept complete and accurate books and records reflecting all activities of the
Company. The Members shall have the right to inspect and copy, at their own cost, such books
and records of the Company, upon reasonable notice.
13.2 Reports. After the end of each fiscal year, the Managing Member may in its sole
discretion cause an audit of the Company's financial statements for such year, prepared in
accordance with U.S. generally accepted accounting principles, to be made by independent
public accountants of recognized standing. The Managing Member will cause a copy of such
audited financial statements to be delivered to each of the Members as promptly as practicable.
The Managing Member will also provide unaudited financial statements (including, without
limitation, an income statement, balance sheet and statement of Members' capital) to each
Member for each calendar quarter within thirty (30) days after the end of each such calendar
quarter and for each calendar year within forty-five (45) days after the end of each calendar year.
Subject to the obligations of the Project Manager, the Managing Member shall prepare or have
prepared the appropriate state and federal income tax returns of the Company and shall furnish
the appropriate informational tax returns (including Schedule K-ls) to each Member as soon as
practicable after March 15 of each year. Each Member acknowledges that it likely needs to file
for extensions for the completion of its tax returns.
23
5003004v5
--------------
13.3 Tax Matt~rs M~m!J~r. The Managing Member will serve as the "tax matters
partner" of the Company, as defined in Section 6231 of the Code. The tax matters partner will be
entitled to reimbursement for all expenses incurred in that capacity.
ARTICLE 14
Power of Attorney
Each Member does hereby irrevocably constitute and appoint the Managing Member and
each member of the Managing Member as such Member's true and lawful representative and
attorney-in-fact, in the undersigned's name, place and stead to:
(a) make, execute, sign, acknowledge and file all instruments,
documents and certificates as may from time to time be required by the laws of the United States
of America, the State of Delaware and any other state or other jurisdiction (domestic or foreign)
in which the Company shall determine to do business, or any political subdivision or agency
thereof, to effectuate, implement or continue the valid subsisting existence of the Company;
(b) make, execute and sign all consents, approvals, waivers,
certificates and other instruments, including without limitation amendments to this Agreement,
that the Managing Member reasonably deems appropriate or necessary to make, evidence, give,
confirm or ratify any vote, consent, approval, waiver, agreement, or other action made or given
by the Members under this Agreement; provided, however, that when required by any provision
of this Agreement which establishes that consent or approval of Members is required to take any
action, the Managing Member may exercise the power of attorney made in this Section only after
the necessary consent or approval by the Members is obtained;
(c) make, execute, sign, acknowledge and file all agreements,
certificates and other instruments that the Managing Member deems necessary or appropriate to
establish any subsidiary of the Company;
(d) effect the winding-up or termination of the Company; and
(e) initiate, defend or prosecute lawsuits on behalf of the Company.
The foregoing power of attorney is coupled with an interest and shall continue in full force and
effect and not be affected by the subsequent death, disability, incapacity, bankruptcy, dissolution
or termination of any Member.
24
5003004v5
ARTICLE 15
Representations, Warranties and Covenants of Members
Each Member, for the benefit of the other Members and the Company, hereby makes each
of the following representations and warranties applicable to such Member as of the date hereof,
and such warranties and representations shall survive the execution of this Agreement:
15.1 Binding Obligation/No Conflict. This Agreement constitutes the legal, valid and
binding obligation of such Member. None of the execution, delivery or performance of this
Agreement conflicts or will conflict with, violates or will violate, or results or will result in a
breach of (i) any law, regulation, order, writ, injunction, decree, determination or award of any
court, any other governmental authority or any arbitrator, now applicable to such Member or any
of its Affiliates or (ii) any of the terms of any material agreement or instrument to which such
Member or any of its Affiliates is a party or is bound. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of such Member, threatened against or affecting such
Member or any of its Affiliates (or any of their properties, assets or businesses) in any court or
before or by any governmental authority, or any arbitrator_ which could, if adversely determined,
reasonably be expected to materially affect such Member's ability to perform his or its
obligations under this Agreement or its financial condition.
15.2 Investigation and Suitability. Such Member (i) is financially able to bear all the
risks of owning the membership interest he is acquiring for an indefinite period of time; (ii) has
such knowledge and experience in financial and business matters to be able to evaluate the
merits and risks of the acquisition of such Interest and of making an informed investment
decision with respect thereto; (iii) has been provided, or has had access to, all information he has
requested of the Company and its managers and promoters in connection with the acquisition of
such Interest; (iv) has been afforded the opportunity to ask questions of, and receive answers
from, the managers and promoters of the Company concerning the terms and conditions of this
Agreement and the purchase of such Interest; (v) has been given the opportunity to obtain any
additional information necessary to verify the accuracy of the information furnished by, or on
behalf of, the Company; and (vi) is acquiring such Interest based upon such Member's own
investigation of such relevant information (including the foregoing) that he deems to be
necessary or desirable and, in connection therewith, has received the full cooperation of, and
assistance from, the Company and its agents. The exercise by such Member of its rights and the
performance of its obligations under this Agreement is based upon such Member's own
investigation, analysis and expertise.
15.3 Purchase for Own Account. Such Member's acquisition of said Interests is being
made for that Member's own account, for investment, and not with a view to the sale or
distribution thereof. Such Member acknowledges that Interests of the Company, have not been
registered under the Securities Act of 1933, as amended, or any foreign, state or other federal
securities laws, and, in addition to the other restrictions contained herein, any transfer or offer to
transfer thereof may require appropriate registration or the availability of an exemption from
such registration under said laws and the regulations issued thereunder and, therefore, is aware
that the financial risks of such investment must be borne for an indefinite period of time.
25
5003004v5
ARTICLE 16
Valuation
The Company's assets shall be valued ("Fair Value") at such times as are provided in this
Agreement or determined by the Managing Member and Davidson and in such manner as set
forth in this Agreement and otherwise as they may determine in good faith.
ARTICLE 17
Member Default
17.1 Defaulting Member.
(a) In the event any Member shall become a Defaulting Member,
then, except to the extent the Managing Member, acting in its sole discretion, agrees otherwise
with such Defaulting Member (other than a Defaulting Member that is an Affiliate of the
Managing Member) in writing, the following provisions of this ARTICLE 17 shall apply;
provided, however, that the Managing Member shall provide a Defaulting Member with three (3)
Business Days after a second notice of such Capital Contribution or payment obligation is
provided prior to the application of such provisions; and, provided, further, that if, during such
period, the Defaulting Member pays to the Company the contribution required to be made,
together with interest (calculated at the Base Rate) on such amount from the date such
contribution was originally due until the actual date of payment, such provisions shall not apply
to the Defaulting Member.
(b) A Defaulting Member shall not be entitled to (i) make any further
contributions (including contributions to the Investment with respect to which such Defaulting
Member initially defaulted) to the Company, (ii) be counted as a Member for voting purposes, or
(iii) participate in any consent of the Members. No Defaulting Member's membership interest
shall be counted in connection with the giving or withholding of any consent. Each Defaulting
Member shall remain fully liable (x) to the creditors of the Company, to the extent provided by
law, and (y) for its portion of Company expenses, with the full amount of such Defaulting
Member's Capital Subscription included in calculating the amount of such portion of Company
expenses, in each case as if such default had not occurred.
(c) The Managing Member shall have the option to request (but not
require) the non-defaulting Members to increase their contributions to the Investment with
respect to which a Defaulting Member has defaulted by delivery of a supplemental notice to each
non-defaulting Member indicating the additional contribution that may be made by such Member
in respect of such Investment, which additional contribution shall be determined on the basis of
the ratio of such non-defaulting Member's Capital Subscription to the sum of the Capital
Subscriptions of all non-defaulting Members, in which case each such participating Member
shall make such additional contribution within five (5) Business Days after having been given
such new notice; R{9Viq~ that no Member shall be obligated to make additional Capital
Contributions for such purpose. Any contributions made by the non-defaulting Members
26
5003004v5
pursuant to this Section 17.1(c) shall be referred to herein as the "Default Capital". Upon the
contribution of Default Capital by the non-defaulting Member(s),
(i) the percentage of Available Cash to be Distributed to the
Defaulting Member under paragraph (c) of Schedule B with respect to the Investment for which
the Defaulting Member has failed to make a contribution shall be reduced to a percentage that is
equal to (A) the total percentage of Capital Contributions made by the Defaulting Member with
respect to such Investment (i.e., the total Capital Contributions made by the Defaulting Member
with respect to such Investment, divided by the total Capital Contributions made by all Members
with respect to such Investment), multiplied bv (B) 5. For purposes of clarity, in the event the
non-defaulting Member(s) contribute Default Capital with respect to an Investment and, as a
result ~ereof, the total Capital Contributions made by the Defaulting Member with respect to
such Investment is equal to $1,000, and the total Capital Contribution (including Default Capital)
made by all Members with respect to such Investment is $100,000, then the percentage of
Available Cash to be received by the Defaulting Member under paragraph (c) of Schedule B with
respect to such Investment would be reduced from a "promote" of 10% to a promote of 5%; and
(ii) the Defaulting Member shall not be entitled. to receive
Distributions of Available Cash pursuant to paragraphs (d) or (e) of Schedule B with respect to
the Investment for which the Defaulting Member has failed to make a contribution, and any such
Available Cash that would have otherwise been Distributed to the Members pursuant to such
paragraphs (d) or (e) with respect to such Investment shall instead be distributed to the Members
ratably in proportion to their respective contributions of Primary Capital and Approved
Additional Capital with respect to such Investment.
(d) The non-defaulting Members may alternatively pay to the
Company, in the form of a loan from such non-defaulting Members to the Company, an amount
equal to the amount of any contributions upon which the Defaulting Member has defaulted,
which such loans shall accrue interest at a rate of 20% per annum, compounded monthly (the
"Investor Loans").
(e) Each Member hereby consents to the application to it of the
remedies provided in this ARTICLE 17 in recognition of the risk and speculative damages its
default would cause the other Members, and further agrees that the availability of such remedies
shall not preclude any other remedies which may be available at law, in equity, by statute or
otherwise in respect of any default by such Member in the performance of its other obligations
under this Agreement.
ARTICLE 18
Miscellaneous
18.1 Payments. All payments required to be made to the Company pursuant to this
Agreement shall be made in immediately available funds by certified bank check or by wire
transferred to such account as may be designated from time to time by the Managing Member.
In its reasonable discretion, the Managing Member may apply all or any portion of any payment
27
5003004v5
otherwise to be paid by the Company under this Agreement to any Member to amounts owed by
such Member to the Company pursuant to this Agreement.
18.2 Financial Statements: Credit Enhancements. Davidson agrees to provide
financial statements for itself and its principals that own 30% or more of the voting securities or
financial rights in Davidson upon the reasonable request of the Managing Member. Neither the
Managing Member nor the Members shall be required to execute any bond obligation, loan
obligation, warranty or credit enhancement to lenders or governmental authorities that requires
any guarantee of performance, repayment, or any other obligation unless the terms are acceptable
to the Managing Member and the Members, in their sole and absolute discretion. Neither
Davidson nor William A. Davidson nor any principal or Affiliate of Davidson or William A.
Davidson shall be obligated to execute any guaranty, warranty, bond or other credit enhancement
to lenders or governmental authorities unless such costs are paid by the Company and included
in the Business Plan. Upon the prior written consent of the Managing Member, which may be
granted or withheld in the sole discretion of the Managing Member, Davidson will be allowed to
use the land as primary security, if possible, in connection with such required credit
enhancements, bonding and warranties. Further, if Davidson is its sole and absolute discretion
elects to directly or by its affiliate to sign a Guaranty or Credit Enhancement with approval of the
Managing Member, such party executing any Credit Enhancement or Guaranty shall be entitled
to a fee from the Company in the amount of on and one half percent (1 ~%)of the amount of the
guaranty, warranty, bond or other credit enhancement payable upon issuance of the same. IRP-
TPGC shall indemnify Davidson for any such guaranty, warranty, bond or other credit
enhancement given by Davidson; provided, however, that such indemnification obligation of
IRP-TPGC shall be limited to an amount that is equal to IRP-TPGC's percentage of Capital
Subscriptions set forth on Schedule A attached hereto.
18.3 Single-Purpose Entity. Davidson shall be single-purpose entity formed solely
for the purpose of (a) acquiring, owning and maintaining its Interest, (b) entering into and
performing its obligations under the Development and Management Agreement(s), and (c) such
other activities as may be reasonably necessary or incidental to the foregoing. Davidson shall
not engage in any business, and shall have no purpose, unrelated to its Interest and distributions
thereon, and the performance of its obligations under the Development and Management
Agreement(s). Davidson shall not acquire any property or own assets other than its Interest, its
interest in the Development and Management Agreement( s ), and all incidental property
necessary for the administration of such property and rights and the proceeds therefrom.
Davidson shall not incur or permit to exist any indebtedness or other liability, other than those
that may exist or arise in connection with its Interest or the Development and Management
Agreement(s). Davidson shall comply with the provisions set forth on Exhibit C attached hereto.
18.4 {;gpfidentialitv. Each Member shall keep confidential and shall not disclose
without the prior written consent of the Managing Member, which may be granted or withheld in
the sole discretion of the Managing Member, any information, with respect to the Company,
including without limitation any of its Investments or prospective or proposed Investments;
provided, however, that a Member may disclose any such information: (i) as has become
generally available to the public other than as a result of the breach of this Section 18.4 by such
Member or any person to whom such Member disclosed such information; (ii) as may be
required to be included in any report, statement or testimony required to be submitted to any
28
5003004v5
•
municipal, state or national regulatory body having jurisdiction over such Member; (iii) as may
be required in response to any summons or subpoena or in connection with any litigation; (iv) to
the extent necessary in order to comply with any law, order, regulation, ruling or governmental
request applicable to such Member; (v) to its employees, its counsel, auditors and other
professional advisors, so long as such persons are advised of the confidentiality provisions
contained herein and such Member is responsible for any breach by such persons of such
confidentiality provisions and, in the case of such persons who are not already bound to keep
such information confidential, so long as such persons agreed to be bound by the confidentiality
provisions contained herein; (vi) if the Member is a "fund of funds" or similar entity, to its
investors, provided that such investors are bound by a duty of confidentiality at least as
protective of such information as this Section 18.4, and (vii) as may be required in connection
with an audit by any taxing authority; provided, however, that in the event that a Member (or
anyone to whom such Member has transmitted such information) becomes legally required (or
reasonably determines that it is legally required) to disclose any such information, such Member
shall use its reasonable best efforts to promptly notify the Managing Member in writing of such
requirement prior to any such disclosure so that the Managing Member may seek a protective
order or other appropriate remedy. In the event that such protective order or other remedy is not
obtained, such Member may disclose such information as it is legally required to disclose (or that
it reasonably determines it is legally required to disclose), and such Member agrees to use its
reasonable best efforts to obtain assurance that confidential treatment will be accorded the
information so disclosed. Notwithstanding the foregoing, each Member (and each employee,
representative, or other agent of a Member) may disclose to any and all persons, without
limitation of any kind, all tax strategies and the tax treatment and tax structure of the transactions
in which such Member participates by becoming or being a Member. For this purpose, "tax
structure" is limited to any facts relevant to the U.S. federal income tax treatment of the
transaction and does not include information relating to the identity of the parties. The
Managing Member may disclose any information concerning the Company or any Member
necessary to comply with applicable laws and regulations, including any anti-money laundering
or anti-terrorist laws or regulations, and each Member shall provide the Managing Member,
promptly upon request, all information that the Managing Member reasonably deems necessary
to comply with such laws and regulations.
18.5 ~. This Agreement may be executed in more than one counterpart
with the same effect as if the parties executing the several counterparts had all executed one
counterpart; provided, however, that each separate counterpart shall have been executed by the
Managing Member and that the several counterparts, in the aggregate, shall have been executed
by all of the Members. Any Person agreeing in writing to be bound by the provisions of this
Agreement shall be deemed to have executed a counterpart of this Agreement for all purposes
hereof.
18.6 Consent to Jutjsdi~l}. Each Member:
(a) To the extent not prohibited by applicable law, irrevocably
submits to the nonexclusive jurisdiction of the state courts of the State of Delaware and to the
nonexclusive jurisdiction of the United States District Courts for the District of Delaware for the
purpose of any suit, action or other proceeding arising out of or based upon this Agreement or the
29
5003004v5
•
subject matter hereof or in any way connected to the dealings of any Member or the Company in
connection with any of the above;
(b) To the extent not prohibited by applicable law, waives and agrees
not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in any
of the above-named courts, any claim that such Member is not subject personally to the
jurisdiction of such court, that such proceeding is brought in an inconvenient forum, that the
venue of such proceeding is improper, or that this Agreement or the subject matter hereof, may
not be enforced in or by such court; and
(c) To the extent not prohibited by applicable law, consents to service
of process in any such proceeding in any manner permitted by the laws of the State of Delaware,
agrees that service of process by registered or certified mail, return receipt requested, at the
address specified pursuant to Section 18.7 is reasonably calculated to give actual notice, and
waives and agrees not to assert by way of motion, as a defense or otherwise, in any such
proceeding any claim that service of process made in accordance with this paragraph does not
constitute good and sufficient service of process.
18.7 Notices. Any notice, demand or other communication given to a Member or the
Company under this Agreement shall be deemed to be given if given in writing (including
telecopy or similar transmission or electronic delivery via email) addressed, as provided below
(or to the addressee at such other address as the addressee shall have specified by notice actually
received by the addressor), and if either (a) actually delivered in fully legible form to such
address (evidenced, in the case of delivery by same day or overnight courier, by confirmation of
delivery from the overnight courier service making such delivery and, in the case of electronic
delivery via email, by printed confirmation that such e-mail was sent by the addressor) or (b) in
the case of a letter, five (5) Business Days shall have elapsed after the same shall have been
deposited in the United States mails, with first-class postage prepaid: (i) if to the Managing
Member or the Company, to the Managing Member at its address, telecopy number or e-mail
address set forth on the signature page of this Agreement; and (ii) if to any Member, to it at its
address, telecopy number or email addresses set forth on the signature page to this Agreement.
18.8 Waiver of Partition. Each Member hereby waives any rights to partition of
Company property.
18.9 Successors. This Agreement shall be binding on the executors, administrators,
estates, heirs, legal representatives, successors and assigns of the Members.
18.10 Contract Supersedes Duties Prescribed at Law or.jn ~ity, etc. To the extent
that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) or
liabilities relating thereto to the Company or any Member, the Managing Member and any other
Indemnified Party acting in connection with the Company's business or affairs shall not be liable
to the Company or to any Member for breach of fiduciary duty for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent that they limit or
eliminate the duties and liabilities or rights and powers of any Indemnified Party otherwise
existing at law or in equity with respect to matters expressly provided for in this Agreement, are
agreed by the Members to replace such other duties, liabilities, rights and powers of such
30
5003004v5
Indemnified Party to the maximum extent permitted by law. Whenever in this Agreement the
Managing Member is permitted or required to make a decision in its "sole discretion" or under a
grant of similar authority or latitude, the Managing Member shall be entitled to consider only
such interests and factors as it desires, and shall, to the maximum extent permitted by law, have
no duty or obligation to give any consideration to any interest of or factors affecting any
Member. Otherwise, all such decisions shall be made reasonably, and all required consents or
approvals of the Managing Member, unless otherwise expressly stated, shall not be unreasonably
withheld or delayed.
18.11 Entire Ab>reement. This Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.
18.12 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware without giving effect to any conflict
or choice of law provisions that would make applicable the domestic substantive law of any
other jurisdiction.
31
5003004v5
IN WITNESS WHEREOF, the parties to this Agreement have executed the same as ofthe
date first above set forth in one or more separate counterpat1s each bearing the signature of the
Managing Member and one or more Members.
MANAGING MEMBER
TPG Credit Strategies II GP, L.P.
Name:
Title:
Julie K. Braun
Vice President
MEMBERS SHOWN ON SCHEDULE A
Development Solutions lA, LLC
DAVIDSON TOWN SQUARE 206, LLC,
a California limited liability company
By: William A. Davidson, Trustee of The
William A. Davidson Living Trust
dated January 1, 2005,
5003004v5
Member
By: ____________________ _
William A. Davidson,
Trustee
ADDRESS
4600 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: General Counsel
Tel: (612) 851-3000
Fax: (612) 851-3001
notice@tpgcredit.com
ADDRESS
4600 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: General Counsel
Tel: (612) 851-3000
Fax: (612) 851-3001
notice@tpgcredit.com
c/o Davidson Communities
1302 Camino del Mar
Del Mar, CA 92014
Attn: William A. Davidson
Tel: (858) 259-8500
Fax: (858) 259-4647
Email: wdavidson@davidsoncommunities.com
With a copy to:
Kolodny & Pressman LLP
11975 El Camino Real, Suite 201
San Diego, CA 92130
Attn: Robert J. Kolodny, Esq.
Tel: (858) 453-0309
Fax: (858) 453-9347
Email: rkolodny@kolodnypressman.com
32
,-------------------------------------------------
IN WITNESS WHEREOF, the parties to this Agreement have executed the same as of the
date first above set forth in one or more separate counterparts each bearing the signature of the
Managing Member and one or more Members.
MANAGING MEMBER
TPG Credit Strategies II GP, L.P.
By: ____________ _
Name:
Title:
MEMBERS SHOWN ON SCHEDULE A
Development Solutions lA, LLC
By: ____________ _
Name: --------
Title: -----·-·--·---
DAVIDSON TOWN SQUARE 206, LLC,
a California limited liability company
By: William A. Davidson, Trustee of The
William A. Davidson Living Trust
dated January 1, 2005,
Member
t ... '\-.....iQG By:_~----~--------
5003004v5
William A. Davidson,
Trustee
ADDRESS
4600 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: General Counsel
Tel: (612) 851-3000
Fax: (612) 851-3001
notice@tpgcredit.com
ADDRESS
4600 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: General Counsel
Tel: (612) 851-3000
Fax: (612) 851-3001
notice@tpgcredit.com
c/o Davidson Communities
1302 Camino del Mar
Del Mar, CA 92014
Attn: William A. Davidson
Tel: (858) 259-8500
Fax: (858) 259-4647
Email: wdavidsoncl·davidsoncommunities.com
With a copy to:
Kolodny & Pressman LLP
11975 El Camino Real, Suite 201
San Diego, CA 92130
Attn: Robert J. Kolodny, Esq.
Tel: (858) 453-0309
Fax: (858) 453-9347
Email: rkolodm1a kolodnvpressman.com
32
--------------------------------------------------~-
SCHEDULE A
DEVELOPMENT SOLUTIONS 2LAC, LLC -MEMBERS AND CAPITAL
SUBSCRIPTIONS
TPG Credit Strategies II GP, L.P.
Development Solutions lA, LLC
Davidson Town Square 206, LLC
5003004v5
A-1
None
98% of each capital call under Section
3.1
2% of each capital call under Section
3.1
SCHEDULED
DEVELOPMENT SOLUTIONS 2LAC, LLC (THE "COMPANY")
DISTRIBUTION SCHEDULE
This schedule sets forth the Distributions of Available Cash in accordance with the terms
and conditions of the Company's Limited Liability Company Agreement dated November 1,
2012 (the "Agreement"). The amount so apportioned to the Members will be further re-
apportioned between, and distributed to, IRP-TPGC and Davidson in the amounts and order of
priority set forth below:
(a) First, to the Members ratably in proportion to their respective contributions of
Default Capital, until such time as the Members have received from the Company 100% of such
contributions and the Preferred Return with respect to such Default Capital specified below~
(b) Second, to the Members, ratably in proportion to their respective contributions of
Primary Capital and Approved Additional Capital, until such time as the Members have received
from the Company 100% of such contributions and the Preferred Return with respect to such
Primary Capital and Approved Additional Capital specified below~
(c) Third, 90% to IRP-TPGC and 10% to Davidson, until such time as the Members
have received from the Company a 22% inception to date internal rate of return on their
respective Capital Contributions, compounded annually from the date of each such contribution
using the date specific XIRR Function, as applied in the most recent version of Microsoft Excel
generally commercially available in the United States~
(d) Fourth, 80% to IRP-TPGC and 20% to Davidson, until such time as the Members
have received from the Company a 30% inception to date internal rate of return on their
respective Capital Contributions, compounded annually from the date of each such contribution
using the date specific XIRR Function, as applied in the most recent version of Microsoft Excel
generally commercially available in the United States; and
(e) Fifth, 75% to IRP-TPGC and 25% to Davidson.
Notwithstanding the foregoing:
(i) if Davidson is removed as the Project Manager as a result of a
Performance Default, the amount of Distributions to be received by Davidson shall be
reduced (i) by the amount of any fees, payments or other costs paid to any Person that
replaces Davidson as the Project Manager and to the extent that any such fees, payments
or other costs exceed the amount of fees, payments or other costs that would otherwise be
payable to Davidson pursuant to the Development and Management Agreement(s), and
(ii) the value of any Interest in the Company issued, transferred or otherwise acquired by
the Person that replaces Davidson as the Project Manager; provided, however, that in no
event shall the amount of such reduction of Distributions result in Davidson receiving
Distributions that are less than the Distributions Davidson would receive if all
B-1
5003004v5
Distributions were made to the Members based solely on the amount of their respective
Capital Contributions.
(ii) upon the occurrence of a For Cause event, Davidson shall only be entitled
to Distributions that are in proportion to its percentage Capital Subscription set forth on
Schedule A, and shall not be entitled to any additional Distributions that Davidson may
otherwise be entitled to pursuant to the provisions of this Schedule B.
For purposes of this Schedule B, the "Preferred Return" means, for each Member, an
amount that accrues at the per annum rate specified below, compounded monthly, upon the
following types of Capital Contributions:
Primary Capital. ................................................... 12o/o
Approved Additional Capital .................................... 12%
Default Capital. ..................................................... 20%
The Preferred Return shall be cumulative and shall accrue on all such Capital
Contributions from the date such contributions are made until they are returned to the
contributing Member.
This schedule and the Agreement constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede any prior schedules or understandings among
them with respect to such subject matter. This schedule shall govern prospective distributions of
the Company only, and shall not affect any prior distributions made by the Company pursuant to
any prior schedules or understandings with respect to such subject matter.
TPG Credit Strategies II GP, L.P.
By:-f-+-__;__~~W __
DAVIDSON TOWN SQUARE 206, LLC,
a California limited liability company
By: William A. Davidson, Trustee of The
William A. Davidson Living Trust
dated January 1, 2005,
Member
By: ____________________ __
William A. Davidson, Trustee
5003004v5
Development Solutions lA, LLC
B-2
------------
Distributions were made to the Members based solely on the amount of their respective
Capital Contributions.
(ii) upon the occurrence of a For Cause event, Davidson shall only be entitled
to Distributions that are in proportion to its percentage Capital Subscription set forth on
Schedule A, and shall not be entitled to any additional Distributions that Davidson may
otherwise be entitled to pursuant to the provisions of this Schedule B.
For purposes of this Schedule B, the "Preferred Return" means, for each Member, an
amount that accrues at the per annum rate specified below, compounded monthly, upon the
following types of Capital Contributions:
Primary Capital. ................................................... 12%
Approved Additional Capital .................................... 12%
Default Capital. ..................................................... 20o/o
The Preferred Return shall be cumulative and shall accrue on all such Capital
Contributions from the date such contributions are made until they are returned to the
contributing Member.
This schedule and the Agreement constitute the entire agreement among the parties with
respect to the subject matter hereof and supersede any prior schedules or understandings among
them with respect to such subject matter. This schedule shall govern prospective distributions of
the Company only, and shall not affect any prior distributions made by the Company pursuant to
any prior schedules or understandings with respect to such subject matter.
TPG Credit Strategies II GP, L.P.
By: ______________________ __
Its: --------------------------
DAVIDSON TOWN SQUARE 206, LLC,
a California limited liability company
By: William A. Davidson, Trustee of The
William A. Davidson Living Trust
dated January 1, 2005,
Member
By: --~--'--_('1 __ ~----
William A. Davidson, Trustee
5003004v5
Development Solutions lA, LLC
By: _______________ _
Its: ------------------------------
B-2
EXHIBIT A
Asset Manru:..'elllent Agr~~ent Provisions
Below are the relevant provisions of the Asset Management by and between IRP-TPGC
and IRP Management Company relating to the Servicing Fees:
Servicing Fee. As compensation for its Services for each Asset Pool, the Asset Manager
shall receive a servicing fee (the "Servicing Fee") in the amount of one percent (1.0%)
per annum of the Net Equity Investment attributed to each Asset Pool from time to time
calculated and paid in monthly installments immediately prior to the commencement of
each calendar quarter following the Effective Date. The above-described Servicing Fee
for each Asset Pool shall be paid from the cash flows of the such Asset Pool; provided,
however, that in the event such cash flows are insufficient to cover such Servicing Fee
payments, the Owner shall provide for such cash payment by other means, including
seeking Capital Contributions from the Members. The Owner and the Asset Manager
acknowledge and agree that, pursuant to agreements entered into by the Owner's
subsidiaries (including, but not limited to, the limited liability company agreements or
other similar agreements of any such subsidiaries), all or a portion of such Servicing Fees
may be paid by the Owner's subsidiaries directly to the Asset Manager on behalf the
Owner, or that the Owner may otherwise be reimbursed by the Owner's subsidiaries for
all or a portion of such Servicing Fees, and that notwithstanding any such direct
payments or reimbursements, the Asset Manager shall not be entitled to receive, annually,
Servicing Fees for each Asset Pool that are greater than one percent (1.0%) of the Net
Equity Investment of such Asset Pool (from whatever source).
Relevant Qefinition$:
Assets: The term Assets shall mean (i) all residential and commercial acquisition,
development and construction-related real estate assets, loans, interests and other
property-related investments owned by the Owner directly or indirectly through one or
more of its subsidiaries, (ii) all other assets, or a beneficial interest therein, acquired by
the Owner pursuant to the Deal Agreements or otherwise, and (iii) the proceeds thereof,
as well as any additions thereto that occur during the term of this Agreement and the
proceeds thereof. All Assets purchased or acquired on or about the same date shall
constitute an "Asset Pool."
Asset Manager: The term Asset Manager is the Person defined in the first paragraph
hereof, or its permitted successors or assigns. (IRP Management Company is the entity
defined as the Asset Manager in the first paragraph of the Asset Management
Agreement).
Asset Management Expenses: All third party out-of-pocket costs and expenses, exclusive
of debt services payments (interest, principal, fees and otherwise), incurred by the Owner,
any subsidiary of the Owner, the Asset Manager on behalf of the Owner, or any asset
EX. A-I
5003004v5
manager of any subsidiary of the Owner which are commercially reasonable and
negotiated on an arm's length basis and which are incurred directly and exclusively in
connection with the ownership, management, operation, disposition or other handling of
the Assets, including, without limitation, travel expenses, consulting costs, accounting
fees, legal fees, third party servicing costs and any other expenses, if and to the extent
approved as part of the Owner's or its subsidiaries' company budget or otherwise
approved by the Owner or its subsidiary, as applicable.
NeLE.mll_ll' Investment: The term Net Equity Investment means with respect to each
Asset Pool (i) the aggregate Capital Contributions made by the Members to the Owner
with respect to such Asset Pool, plus (ii) the aggregate Capital Contributions made by any
Person (other than the Members, the Owner or any of their Affiliates) to any subsidiary of
the Owner, reduced dollar for dollar on a monthly basis by the amount of Net Proceeds
from such Asset Pool.
Net Proceeds: The term Net Proceeds means, with respect to each Asset Pool, the amount
of gross revenues realized by the Owner with respect to such Asset Pool, minus the sum
of all Asset Management Expenses associated with such Asset Pool (but excluding any
Servicing Fees and Disposition Fees paid to the Asset Manager with respect to such Asset
Pool pursuant to Sections 8.1 and 8.2 hereof).
Owner: The term Owner is defined in the first paragraph. (IRP-TPGC is the entity
defined as the Owner in the first paragraph of the Asset Management Agreement)
EX.A-2
5003004v5
388491.21
5003004v5
EXHIBITB
B9~W~!?S Plan
(see attached)
EX. B-1
EXHIBITC
Single-Purpose Entitv Provisions
Davidson shall include in its organizational documents the following provisions:
Section [_] .1 Single Pur~~ J~:ntitv_ Provisions. Without the prior written consent of
Development Solutions 2LAC, LLC ("Development Solutions") (which may be withheld or
conditioned by Development Solutions in its sole and absolute discretion for any reason or for no
reason):
(i) The sole purpose of the Company is and will be, to acquire, own, hold and
maintain its membership interest (the "Membership Interest") in Development Solutions,
and to enter into and perform its obligations under the Development and Management
Agreement(s), together with such other activities as may be reasonably necessary or in
connection with or incidental to the ownership and operation of the Membership Interest
and the performance of its obligations under the Development and Management
Agreement(s). The Company does not and shall not engage in any business, and it has
and shall have no purpose, unrelated to the Membership Interest and distributions
thereon, and the performance of its obligations under the Development and Management
Agreement(s). The Company does not now own and shall not acquire any property or
own assets other than the Membership Interest, its interest in the Development and
Management Agreement( s ), and all incidental property necessary for the administration
of such property and rights and the proceeds therefrom.
(ii) Except as expressly permitted by Development Solutions in writing, the
Company shall not:
5003004v5
(a) Make any loans to any Affiliate, any Member or any Affiliate of
any Member;
(b) Sell, encumber or otherwise transfer or dispose of all or
substantially all of its properties (a sale or disposition will be deemed to be "all or
substantially all of its properties" if the sale or disposition includes the
Membership Interest or if the total value of the properties sold or disposed of in
such transaction and during the twelve months preceding such transaction is sixty-
six and two thirds percent (66-2/3%) or more in value of the Company's total
assets as of the end of the most recently completed fiscal year);
(c) To the fullest extent permitted by law, dissolve, wind-up, or
liquidate, or merge or consolidate with, or acquire all or substantially all of the
assets of, any other person or entity (whether or not an Affiliate);
(d) Change the nature ofthe business conducted by it;
EX. C-1
(e) Perform, nor shall the Members have the authority to cause the
Company to perform, any act in respect of the Company in violation of any (1)
applicable laws or regulations or (2) any agreement between the Company and
Development Solutions;
(f) Amend, modify or otherwise change its Organizational
Documents;
(iii) The Company shall not, without the prior written consent of Development
Solutions, incur or permit to exist any indebtedness or other liability, other than those that
may exist or arise in connection with its Interest or the Development and Management
Agreement( s ).
(vi) If the Company is a limited liability company, a Bankruptcy Action by or
against any Member of the Company shall not cause such Member to cease to be a
Member of the Company, and upon the occurrence of a Bankruptcy Action the Company
shall continue without dissolution. In addition, to the fullest extent permitted by law, if
any Member of the Company ceases to be a Member, such event shall not terminate the
Company and the Company shall continue without dissolution.
(vii) The Company shall at all times observe the applicable legal requirements
for the recognition of the Company as a legal entity separate from any Member or
Affiliates ofthe Company or of any Member, including, without limitation, as follows:
5003004v5
(a) It shall either (1) maintain its principal executive office and
telephone and facsimile numbers separate. from that of any Affiliate or of any
Member and shall conspicuously identify such office and numbers as its own, or
(2) shall allocate by written agreement fairly and reasonably any rent, overhead
and expenses for shared office space and shall use its own separate stationery,
invoices and checks that reflect its name, address, telephone number and facsimile
number.
(b) It shall maintain correct and complete financial statements,
accounts, books and records and other entity documents separate from those of
any Affiliate or any Member or any other person or entity, and shall prepare
unaudited quarterly and annual financial statements, and its financial statements
shall substantially comply with generally accepted accounting principles;
provided that nothing herein shall prohibit or limit the ability of the Company and
its Affiliates to maintain and prepare consolidated financial statements, accounts,
books and records that include the Company and its Affiliates on a consolidated
basis if (1) appropriate notation shall be made on such consolidated financial
statements, accounts, books and records to indicate the separateness of the
Company from such Affiliate, Member or other person and to indicate that the
Company's assets and credit are not available to satisfy the debts and other
obligations of such Affiliates, Member or any other person, and (2) such assets are
also listed on the Company's own separate balance sheet.
EX. C-2
5003004vS
(c) It shall maintain its own separate bank accounts, payroll and
correct, complete and separate books of account.
(d) It shall file or cause to be filed its own separate tax returns, if
required to file tax returns; provided that nothing herein shall prohibit or limit the
ability of the Company and its Affiliates to file or cause to be filed a consolidated
tax return.
(e) It shall hold itself out to the public (including any of its Affiliates'
creditors) under its own name and as a separate and distinct entity and not as a
department, division or otherwise of any Affiliate or any Member.
(f) It shall observe all customary formalities regarding its existence,
including holding meetings to the extent required by law or its organizational
agreements and maintaining current and accurate entity record books separate
from those of any Affiliate or any Member.
(g) It shall hold title to its assets in its own name and act solely in its
own name and through its own duly authorized officers and agents. No Affiliate
or Member shall be appointed or act as its agent.
(h) It shall not guarantee, pledge or assume or hold itself out or permit
itself to be held out as having guaranteed, pledged or assumed any liabilities or
obligations of any Member or any Affiliate, nor shall it make any loan.
(i) The Company is and shall remain solvent, and will not make any
distribution or dividend if doing so would cause it not to be solvent.
G) Its assets shall be separately identified, maintained and segregated.
Its assets shall at all times be held by or on behalf of it and, if held on its behalf by
another entity, shall at all times be kept identifiable (in accordance with
customary usages) as assets owned by it. This restriction requires, among other
things, that ( l) funds shall be deposited or invested in its name, (2) funds shall not
be commingled with the funds of any Affiliate or any Member, (3) it shall
maintain all accounts in its own name and with its own tax identification number,
separate from those of any Affiliate or any Member, and (4) its funds shall be used
only for its business.
(k) It shall maintain its assets in such a manner that it is not costly or
difficult to segregate, ascertain or identify its individual assets from those of any
Affiliate or any Member.
(1) It shall pay or cause to be paid its own liabilities and expenses of
any kind, including but not limited to salaries of its employees, only out of its
own separate funds and assets.
EX. C-3
time.
(m) It shall at all times be adequately capitalized to engage in the
transactions contemplated at its formation, and will not make any distribution or
dividend if doing so would cause it not to be adequately capitalized.
(n) It shall not do any act which would make it impossible to carry on
its ordinary business.
(o) All data and records (including computer records) used by it or any
Affiliate in the collection and administration of any loan shall reflect its
ownership interest therein.
(p) None of its funds shall be invested in securities issued by, nor shall
it acquire the indebtedness or obligation of, any Affiliate or any Member.
( q) It shall maintain an ann's length relationship with each of its
Affiliates and Members, and may enter into contracts or transact business with its
Affiliates or Members only on commercially reasonable terms that are no less
favorable to it than is obtainable in the market from a person or entity that is not
an Affiliate or Member.
(r) It shall correct any misunderstanding that is known to it regarding
its name or separate identity .
Section . 2 Defined Terms.
"Act" means Beverly-Killea Limited Liability Company Act, as amended from time to
"Affiliate" means, as applied to any person, any other person directly or indirectly
controlling, controlled by or under common control with, that person. For purposes of this
definition, "control" (including, with correlative meanings, the terms "control," "controlling,"
"controlled by" and "under common control with"), as applied to any person, means (a) the
possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock,
shares, voting trust certificates, beneficial interest, partnership interests, member interests or
other interests having voting power for the election of directors of such person or otherwise to
direct or cause the direction of the management and policies of that person, whether through the
ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general
partnership interest, (ii) a managing member's or manager's interest in a limited liability
company or (iii) a limited partnership interest or preferred stock (or other ownership interest)
representing ten percent ( 10%) or more of the outstanding limited partnership interests, preferred
stock or other ownership interests of such person.
"Bankruptcy Action" means, with respect to any person, to (a) institute proceedings to be
adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency
proceedings against it; (c) file a petition seeking, or consenting to, reorganization or relief under
any applicable federal or state law relating to bankruptcy; (d) consent to the appointment of a
EX. C-4
S003004vS
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of an entity or a
substantial part of its property; (e) make any assignment for the benefit of creditors; (f) admit in
writing its inability to pay its debts generally as they become due or declare or effect a
moratorium on its debts; or (g) take any action in furtherance of any such action.
"Development and Management Agreement(s)" means those certain Development and
Management Agreement(s) by and between Development Solutions or its subsidiaries and the
Company relating to the management of certain assets of Development Solutions, as amended or
supplemented from time to time.
"Member" means a person who is admitted to the Company as a member as provided in
the Act.
"Organizational Documents" means, with respect to any entity, the documents used to
form such entity and provide for its governance, as the same may be amended from time to time,
including, without limitation in the case of the Company, the Articles of Organization and this
Agreement.
EX. C-5
S003004vS
•
City of Carlsbad
1635 Faraday Avenue Carlsbad CA 92008
I~DIIIm ~ 1~11 ~~~~m111111 ~11m Ill~ II~
Applicant: DAVIDSON BUILDERS INC
Description Amount
SDP13002 11,412.40
Receipt Number: R0093961 Transaction ID: R0093961
Transaction Date: 03/08/2013
Pay Type Method Description Amount
Payment Check 11,412.40
Transaction Amount: 11,412.40
City of Carlsbad
Faraday Center
Faraday Cashiering 001
1306701-1 03/08/2013 98
Fri, Mar 08, 2013 03:15PM
Receipt Ref Nbr: R1306701-1/0035
PERMITS -PERMITS
Tran Ref Nbr: 130670101 0035 0043
Trans/Rcpt#: R0093961
SET #: SDP13002
Amount:
Item Subtotal:
Item Tot a 1:
ITEM(S) TOTAL:
Check (Chk# 5016)
Total Received:
Have a nice day!
1 @ $11,412.40
$11,412.40
$11,412.40
$11,412.40
$11,412.40
$11,412.40
**************CUSTOMER COPY*************
State of California-The Resources Agency
DEPARTMENT OF FISH AND WILDLIFE
2013 ENVIRONMENTAL FILING FEE CASH RECEIPT
SEE INSTRUCTIONS ON REVERSE. TYPE OR PRINT CLEARLY
LEAD AGENCY
CITY OF CARLSBAD-PLANNING DIVISION
COUNTY/STATEAGENCY OF FILING
SAN DIEGO
PROJECTTITLIE
LA COSTA TOWN SQUARE 63
PROJECT APPLICANT NAME
DAVIDSON COMMUNITIES
PROJECT APPLICANT ADDRESS
1302 CAMINO DEL MAR
PROJECT APPLICANT (Check appropriate box):
D Local Public Agency D School District
CHECK APPLICABLE FEES:
0 Environmental Impact Report
D Negative Declaration
CITY
DELMAR
D Other Special District
D Application Fee Water Diversion (State Water Resources Control Board Only)
CJ Projects Subject to Certified Regulatory Program
0 County Administrative Fee
CJ Project that is exempt from fees
CJ Notice of Exemption
0 DFG No Effect Determination (Form Attached)
0 Other _________________ _
PAYMENT METHOD:
0 Cash 0 Credit IZ) Check 0 Other #253620
SIGNATURE v. Orendain
X
REM:8/09 RCT:807
C\TV OF CARlSBAD
AUG C 1 2013
PiANNINGDEPAfiTMENT
UUlOii
RECEIPT#
SD2013 0510
STATE CLEARING HOUSE#(Ifapplicabte)
N/A (EIR 01-02-2003041159)
STATE
CA
0 State Agency
$2.995.25
$2.156.25
$850.00
$1.018.50
$50.00
$
$
$
$
$
DATE
06/28/2013
DOCUMENT NUMBER
•201301 as·
PHONE NUMBER
858-259-8500
ZIP CODE
92014
12) Private Entity
$0.00
$50.00
$ _____ _
TOTALRECEIVED $ -------"$.::.50:..:.0:..:0:....
I TITLE
Deputy
II IIIII IIIII IIIII IIIII 1111111111 IIIII 1111111111111
COPY-DFG/ASB COPY-LEAD AGENCY COPY-COUNTY CLERK FG 753.5a (Rev. 7/08)
Notice of Determination
To: 0 Office of Planning and Research
PO Box 3044
Sacramento, CA 95812-3044
[? 0
From: CITY OF CARLSBAD
SO County Clerk
Attn: James Scott
Suite 260
l:.mest .I Droncnhurg . .lr. Recorder Cotul!! Clcr~
Planning Division
1635 Faraday Avenue
Carlsbad, CA 92008
(760) 602-4600
1600 Pacific Highway
PO Box 121750
San Diego, CA 9210 I
BY
JUN 282013
V. Orendain
DEPUTY 130105
Project No: SOP 13-02
Filing of Notice of Determination in compliance with Section 21108 or 21152 of the Public
Resources Code.
La Costa Town Square 63
Project Title
N/A(ElR01-02-2003041159) VanLynch (760) 602-4613
State Clearinghouse No. Lead Agency, Contact Person Telephone Number
Northeasterly corner of Rancho Santa Fe and La Costa Avenue, City of Carlsbad, San Diego
County
Project Locations (include County)
Name of Applicant: Davidson Communities
Applicant's Address: 1302 Camino Del Mar Del Mar CA 92014
Applicant's Telephone Number: (858) 259-8500
Project Description: Request lor a determination that the project is within the scope of the
previously certified La Costa Town Square Project EIR and that the Project EIR adequately describes
the activity for the purposes of CEQA; and a reguest tor approval of a Site Development Plan for
building floor plans. elevations and plotting for the development of 63 single-family detached
homes within the La Costa Master Plan, Neighborhood Southeast SA, generally located north of
La Costa Avenue and east of Rancho Santa Fe Road in Local Facilities Management Zone II.
This is to advise that the City of Carlsbad has approved the above described project on June 19,
2013, and has made the following determination regarding the above described project.
I. The project will not have a significant effect on the environment.
2. An Environmental Impact Report (EIR) was prepared for this project pursuant to the
provisions ofCEQA,
3. Mitigation measures were made a condition of the approval of the project (EIR 01-02).
4. A mitigation reporting or monitoring plan was adopted for this project.
5. A statement of Overriding Considerations was adopted for this project.
6. Findings were made pursuant to the provisions of CEQ A,
This is to certify that the final EIR 01-02 with comments and responses and record of project
a p oval is av '!able to the General Public at THE CITY OF CARLSBAD.
Date
Date received for tiling at OPR:
Revised 05/13
FILED IN THE OFFICE OF THE COUNTY CLtKi\
san Diego COtlll!y on .!UN 7 8 2013
Posted JUN 7 8 2013 Remtl'led J U I Z 0 2013.
Ill' 'l 0 ?01' Returood to ~ oo . L .J •· •·
Deputy V. OrendaiA-
' e
State of California-The Resources Agency
DEPARTMENT OF FISH AND WILDLIFE
2013 ENVIRONMENTAL FILING FEE CASH RECEIPT
SEE INSTRUCTIONS ON REVERSE. TYPE OR PRINT CLEARLY
LEAD AGENCY
CITY OF CARLSBAD-PLANNING DIVISION
COUNTY/STATEAGENCY OF FILING
SAN DIEGO
PROJECT TITLE
LA COSTA TOWN SQUARE 63
PROJECT APPLICANT NAME
DAVIDSON COMMUNITIES
PROJECT APPLICANT ADDRESS
1302 CAMINO DEL MAR
PROJECT APPLICANT (Check appropriate box):
0 Local Public Agency 0 School District
CHECK APPLICABLE FEES:
!Zl Environmental Impact Report
0 Negative Declaration
CITY
DELMAR
0 Other Special District
0 Application Fee Water Diversion (State Water Resources Control Board Only)
0 Projects Subject to Certified Regulatory Program
!Zl County Administrative Fee
0 Project that is exempt from fees
0 Notice of Exemption
0 DFG No Effect Determination (Form Attached)
0 Other _________________ _
PAYMENT METHOD:
0 Cash 0 Credit !Zl Check D Other #253620
SIGNATIJRE v. Orendain
X
REM:B/09 RCT:807
130106
CITV OF CARLSBAD
e JUL 0 2 2013
PLANNING DEPARTMENT
RECEIPT#
SD2013 0510
STATE CLEARING HOUSE# (lfapplicableJ
N/A (EIR 01-02-2003041159)
DATE
06/28/2013
DOCUMENT NUMBER
*20130105*
PHONE NUMBER
858-259-8500
STATE ZIPCODE
CA 92014
0 State Agency f2l Private Entity
$2,995.25 $ $0.00 -------
$2,156.25 $ -------
$850.00 $ -------
$1,018.50 $ -------
$50.00 $ $50.00 -------
$ ______ _
TOTALRECEIVED $ ------'-$5_0_.0_0_
11111111111111111111111111111111111111111111111111
ORIGINAL-PROJECT APPLICANT COPY -DFG/ASB COPY-LEAD AGENCY COPY-COUNTY CLERK FG 753.5a (Rev. 7108)
e
Notice of Determination
To: D Office of Planning and Research
PO Box 3044
From: CITY OF CARLSBAD
Sacramento, CA 95812-3044
CPor1rnw
SD County Clerk
Attn: James Scott
Suite 260
l:rnest .I Dronenburg. Jr .. Recorder Coun11 Clerk
JUN 2 8 Z013
Planning Division
1635 Faraday Avenue
Carlsbad, CA 92008
(760) 602-4600
1600 Pacific Highway
PO Box 121 7 50 BY V. Orendain 130105 DEPUTY
San Diego, CA 92101
Project No: SOP 13-02
Filing of Notice of Determination in compliance with Section 21108 or 21152 of the Public
Resources Code.
La Costa Town Square 63
Project Title
N/A (EIR 01-02-2003041159) Van Lynch (760) 602-4613
State Clearinghouse No. Lead Agency, Contact Person Telephone Number
Northeasterly comer of Rancho Santa Fe and La Costa Avenue, City of Carlsbad, San Diego
County
Project Locations (include County)
Name of Applicant: Davidson Communities
Applicant's Address: 1302 Camino Del Mar, Del Mar CA 92014
Applicant's Telephone Number: (858) 259-8500
Project Description: Request for a determination that the project is within the scope of the
previously certified La Costa Town Square Project EIR and that the Project EIR adequately describes
the activity for the purposes of CEQA; and a request for approval of a Site Development Plan for
building floor plans, elevations and plotting for the development of 63 single-family detached
homes within the La Costa Master Plan, Neighborhood Southeast 8A, generally located north of
La Costa Avenue and east of Rancho Santa Fe Road in Local Facilities Management Zone 11.
This is to advise that the City of Carlsbad has approved the above described project on June 19,
2013, and has made the following determination regarding the above described project.
1. The project will not have a significant effect on the environment.
2. An Environmental Impact Report (EIR) was prepared for this project pursuant to the
provisions of CEQA.
3. Mitigation measures were made a condition ofthe approval of the project (EIR 01-02).
4. A mitigation reporting or monitoring plan was adopted for this project.
5. A statement of Overriding Considerations was adopted for this project.
6. Findings were rriade pursuant to the provisions of CEQ A.
This is to certify that the final EIR 01-02 with comments and responses and record of project
a oval is av ·lable to the General Public at THE CITY OF CARLSBAD.
DON NEU, City Planner Date
Date received for filing at OPR:
Revised 05113
FILED IN THE OFFICE OF THE COUNTY CLEKrt.
San Diego County on JUN 7 8 2013
Posted JUN 2 8 7013 RemoYed ----
Retumed to lliJt!ftl on ______ _
Deputy . \/. OrendaiA
II'
State of California-The Resources Agency
DEPARTMENT OF FISH AND GAME I
' 2009 ENVIRONMENTAL FILING FEE CASH RECEIPT .
SEE INSTRUCTIONS ON REVERSE. TYPE OR PRINT CLEARLY
LEAD AGENCY
CITY OF CARLSBAD
COUN1Y/STATEAGENCYOF FILING
SAN DIEGO
PROJECTTilLE
LA COSTA TOWN SQUARE
PROJECT APPLICANT NAME
ASPEN PROPERTIES
PROJECT APPLICANT ADDRESS
8799 BALBOA AVENUE, SUITE 260
PROJECT APPLICANT (Check appropriate box):
0 Local Public Agency 0 School District
CHECK APPLICABLE FEES:
IZJ Environmental Impact Report
0 Negative Declaration
0 Other Special District
0 Application Fee Water Diversion (State Water Resources Control Board Only)
0 Projects Subject to Certified Regulatory Programs
IZJ County Administrative Fee
0 Project that is exempt from fees
0 Notice of Exemption
0 DFG No Effect Determination (Form Attached)
0 Other-------------------
PAYMENT METHOD:
0 Cash 0 Credit 1Zl Check 0 Other _____ _
SIGNATURE L~ Kesian X
REM: 8/09 --RCT: 807
RECEIPT#
SD2009 000899
STATE
CA
0 State Agency
$2,768.25 $
$1,993.00 $
$850.00 $
$941.25 $
$50.00 $
DATE
09-21-2009
DOCUMENT NUMBER
PHONE NUMBER
512-744-9164
ZIP CODE
92123
0 Private Entity
$2,768.25
$50.00
$ ______ _
TOTALRECEiVED $ _____ $_5_0._00_
111111111111111111111111111111
ORIGINAL ·PROJECT APPLICANT COPY·DFG/ASB COPY· LEAD AGENCY COPY· COUNTY CLERK FG 753.5a (Rev. 7108)
Eetest J. Dronenburg, Je
COUNTY OF SAN DIEGO
ASSESSOR/RECORDER/COUNTY CLERK
ASSESSOR'S OFFICE
1600 Pacific Highway, Suite 103
San Diego, CA 92101-2480
Tel. (619) 236-3771 *Fax (619) 557-4056
www.sdarcc.com
RECORDER/COUNTY CLERK'S OFFICE
1600 Pacific Highway, Suite 260
P.O. Box 121750 *San Diego, CA 92112-1750
Tel. (619)237-0502 *Fax (619)557-4155
Transaction#: 297827120130628
Deputy: VORENDAI
Location: COUNTY ADMINISTRATION BUILDING
28-Jun-2013 12:49
FEES:
50.00 Qty of 1 Fish and Game Filing Fee for Ref# 2013 0510
------
50.00 TOTAL DUE
PAYMENTS:
50.00 Check
50.00 TENDERED
SERVICES AVAILABLE AT
OFFICE LOCATIONS
* Tax Bill Address Changes * Records and Certified Copies:
Birth/ Marriage/ Death/ Real Estate
* Fictitious Business Names (DBAs) * Marriage Licenses and Ceremonies * Assessor Parcel Maps
* Property Ownership * Property Records
* Property Values * Document Recordings
SERVICES AVAILABLE ON-LINE AT
www.sdarcc.com * Forms and Applications
* Frequently Asked Questions (FAQs) * Grantor/ Grantee Index * Fictitious Business Names Index (DBAs) * Property Sales * On-Line Purchases
Assessor Parcel Maps
Property Characteristics
Recorded Documents
U!T SanDtego
P.O. Box 120191, San Diego, CA 92112-0191
AFFIDAVIT OF PUBLICATION
STATE OF CALIFORNIA} ss.
County of San Diego}
The Undersigned, declares under penalty of perjury
under the laws of the State of California: That she is a
resident of the County of San Diego. That she is and at all
times herein mentioned was a citizen of the United States, over the age
of twenty-one years, and that he is not a party to, nor interested in the
above entitled matter; that he is Chief Clerk for the publisher of
The San Diego Union-Tribune -North County
a newspaper of general circulation , printed and published daily in the
City of San Diego, County of San Diego, and which newspaper is
published for the dissemination of local news and intelligence of a
general character, and which newspaper at all the times herein
mentioned had and still has a bona fide subscription list of paying
subscribers, and which newspaper has been established, printed and
published at regular intervals in the said City of San Diego, County of
San Diego, for a period exceeding one year next preceding the date of
publication of the notice hereinafter referred to, and which newspaper is
not devoted to nor published for the interests, entertainment or
instruction of a particular class, profession, trade, calling, race, or
denomination, or any number of same; that the notice of which the
annexed is a printed copy, has been published in said newspaper in
accordance with the instructions of the person(s) requesting publication,
and not in any supplement thereof on the following dates, to wit:
Chief Clerk for the Publisher
Jane Allshouse
On this 07t\ day of June, 2013
1} SDP 13-02 • LA cosTA TOWN cSCUI'ARE 63-Request for a de-termination thOt .ttte•profect Is wlthltt the' scope of the previously certified La Costa• ·l!Own· $Quare: f'roled Ef R and: that the. Prol· ec::t EIR CldecwcltetVi lllele:rlbeli n. ac:tlvttv for the• ~ of CEQA; and ct rtc~U~~Sf fat:,appJ'ovot of•a Site DeveloPment· Plan
for bu.. lkllng floom·. . ekWat!Ons and plotting. for the develOP-ment of 63 si ·detachecf horriis within. tlltJ La COsta . Ma&ter ·Plan,.· . hOod Southeast 8A, .generaliv tocated north of La COSUt. v.n• omteast of RGnchQI Santa Fe Road In LOc:al FadlittesMafiCIIIIIIrnei Zone 11. .
T<he Cttv hCI$ det~, that the protect Is sub teet 1o =vt· slons of CE<IlAi .hciJWellltJI;·the'POttntlal envlronmemat, . of the. protect were· CICiefiOteiV ctnalned by ttl&-previously Certi-fied EtR 01-82 dated ·&eiptember. 15, ·.2009 ·for the. LA ClOST A TOWN SQUARE. NO .addltlonGI environmental review Is re-quired. · · · ·
The Citv Planner has determined that the protect will not result in potentially slsniflcant impacts and has Issued ct Notice of In· tent to adOPt a Neoatlve Declaration; · · · '
This project Is not log~ted within the appealable area of the Call· fornia Coastal Comntlsston. · -.
·~
. . 11----....,.t;~ f-~1,-i,L
,<."' .'
~·
.'~·
If you challenge these proJects in court, you·may be limited to raising only tml you or someone else raiSed cit· the pub-lic ~ring desc;;r .. lft this notice or In written corresPOndence delivered to the tV Of Carlsbad at .or prior to the .,Ubllc hear-in~ · · .
Copies of the environmental documents are available· Qt the Planning Division at 1635 Faraday Avenue during regulor busl· ness hours from 7:30am to 5:30 pm Monday through Thursday and8:00 am to 5:00p'mf'rldaY. ·
Those persons wl~hl1~, to speak on the~ proposals ~;~re c:ordiot\v invited to ·aftencl. the .,bile heOrfnt. · COPies of the staff r4U10"'-wlll be CIVOilable on:tlrwt~t . / . . · ~ · ·. ' · .: ' http :1/cartslllld • ........,a.cotn/V'-Pidtlllmer .PbP?vtew 111•6 on or. offer tM ·flfldaY'Ptlor to ?the hlill'lne date. If YOu haw any c:lu8stiorts> please con ttie Plannlna DMsion at (760) 602..t600.
CITY OF CARLSBAOPL.ANNING DIVI510N Pub: 6/07/13
(~~CITY OF
¥CARLSBAD LJ FILE
Community & Economic Development www.carlsbadca.gov
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN to you that the Planning Commission of the City of Carlsbad will hold a public
hearing at the Council Chambers, 1200 Carlsbad Village Drive, Carlsbad, California, at 6:00 p.m. on
Wednesday, June 19, 2013, to consider a request for the following:
CASE NAME: SDP 13-02-LA COSTA TOWN SQUARE 63
PUBLISH DATE: June 7, 2013
DESCRIPTION: Request for a determination that the project is within the scope of the previously
certified La Costa Town Square Project EIR and that the Project EIR adequately describes the
activity for the purposes of CEQA; and a request for approval of a Site Development Plan for
building floor plans, elevations and plotting for the development of 63 single-family detached
homes within the La Costa Master Plan, Neighborhood Southeast 8A, generally located north of
La Costa Avenue and east of Rancho Santa Fe Road in Local Facilities Management Zone 11.
Those persons wishing to speak on this proposal are cordially invited to attend the public hearing and
provide the decision makers with any oral or written comments they may have regarding the project.
Copies of the staff report will be available online at
http://www.carlsbadca.gov/cityhall/meetings/Pages/meeting-videos.aspx on or after the Friday prior to
the hearing date.
If you have any questions, or would like to be notified of the decision, please contact Van Lynch in the
Planning Division at (760) 602-4613, Monday through Thursday 7:30 a.m. to 5:30 p.m., Friday 8:00 a.m.
to 5:00p.m. at 1635 Faraday Avenue, Carlsbad, California 92008.
APPEALS
The time within which you may judicially challenge these projects, if approved, is established by State
law and/or city ordinance, and is very short. If you challenge this project in court, you may be limited to
raising only those issues you or someone else raised at the public hearing described in this notice or in
written correspondence delivered to the City of Carlsbad at or prior to the public hearing.
o Appeals to the City Council: Where the decision is appealable to the City Council, appeals must
be filed in writing within ten (10) calendar days after a decision by the Planning Commission.
Where the decision is appealable to the Coastal Commission, appeals must be filed with the Coastal
Commission within ten (10) working days after the Coastal Commission has received a Notice of Final
Action from the City of Carlsbad. Applicants will be notified by the Coastal Commission of the date that
their appeal period will conclude. The San Diego office of the Coastal Commission is located at 7575
Metropolitan Drive, Suite 103, San Diego, California 92108-4402.
CITY OF CARLSBAD
PLANNING DIVISION
· · · .. _ Planning Division ~··--------------------------------------------------------------------. ·:. · 1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559 ®
SITE MAP
• N
NOT TO SCALE
La Costa Town Square 63
SOP 13-02
NOTICE-PUBLIC HEARING-CITY OF .SBAD
Response must be received by: June 5, 2013
Public Hearing Date: __ _,J"""u~ne"'--"-19~2""0'-"1.:<.3 _____________________________ _
Public Hearing Place: 1200 CARLSBAD VILLAGE DRIVE. CARLSBAD. CALIFORNIA. 92008
Public Hearing Time: _6"'"':,0_,_0--"'-".m~. ----------------------------------
Project Title: La Costa Town Square 63
Lead Agency: CITY OF CARLSBAD-PLANNING Contact Person: __ V.!..,;a=n-'-'L""y,_.n=c=h ___________ _
Street Address: 1635 FARADAY AVENUE Phone: ...,(7'""'6""0),t....;6=0=2'--4=6~13..__ ________________ _
City: CARLSBAD Zip: ,.,:.9_.,20:>!..)0"""8'------County: SAN DIEGO COUNTY
PROJECT LOCATION~
County: SAN DIEGO COUNTY City/Nearest Community: ""'C~IT""'Y~O..._F_,C"'-A~RL=S<!:B~A~D"----------------
Cross Streets: La Costa A venue and Camino Del Los Coches Total Acres: __ --.:.2:.:!4.:;...4,__ _________ _
Assessor's Parcel No. 223-050-74-00 Section: .ll. Twp. 12S Range: 3W Base: ""S,an~B~em~ar~d~in'!-'o,__ _______ _
Within 2 Miles: State Hwy #: Waterways:
Airports: Railways: Schools: San Marcos. San Dieguito. Encinitas.
ENVIRONMENTAL DOCUMENT:
CEQA: 0 NOP 0 Supplement/Subsequent
0 Early Cons [gl EIR (Prior SCH No.) __ 2""0""0""30"-'4 ..... 1 .... 15""'9 _______ _
0 Neg Dec 0 Other:-----------------
0 DraftEIR
LOCAL ACTION TYPE:
0General Plan Update 0
0General Plan Amendment 0
0General Plan Element 0
Ozone Code Amendment [gl
DEVELOPMENT TYPE:
Specific Plan
MasterPlan
Planned Unit Development
Site Plan
[g!Residential: Units _,.,63"----------
0omce: Sq. Ft. ________ _
Ocommercial: Sq. Ft.----------
0Industrial: Sq. Ft.----------
0Recreational:
PROJECT ISSUES DISCUSSED IN DOCUMENT:
0AestheticNisual D Flood Plain/Flooding
0Agricultural Land D Forest Land/Fire Hazard
0Air Quality D Geological/Seismic
0Archaeologicai/Historical 0 Minerals
Ocoastal Zone D Noise
0Drainage/ Absorption D Population/Housing Balance
0Economic/Jobs D Public Services/Facilities
0Fiscal D Recreation/Parks
Present Land Use/Zoning/General Plan Use
Vacant/Residential Single Family/Residential Low-Medium
Project Description:
0 Rezone
0 UsePermit
0 Land Division (Subdivision,
Parcel Map, Tract Map, etc.)
Acres _____ _
Acres _____ _
Acres------
Acres _____ _
D Schools/Universities
D Septic Systems
D Sewer Capacity
D Soil Erosion/Compaction/Grading
D Solid Waste
D Toxic/Hazardous
D Traffic/Circulation
D Vegetation
0 Annexation
0 Redevelopment
0 Coastal Permit
0 Other:--------
D Water Quality
D Water Supply/Ground Water
D Wetland/Riparian
D Wildlife
D Growth Inducing
D Land Use
D Cumulative Effect
D Other:
Plotting and architectural review of 63 residential single family homes. Property is presently being graded by previous entitlements
(CT 08-03).
Mail notite to: San Diego County Clerk of the Board of Supervisors, Public Notice Hearings, Mailstop A-45, Room 402, 1600 Pacific Highway,
San Diego, CA 92101
Where documents are located for Public Review: Planning Division, 1635 Faraday Avenue, Carlsbad, CA 92008 April2011
ATTACHMENT "2"
CERTIFICATION OF POSTING
I certify that the "Notice of Project Application" has been posted at a conspicuous location on
~e sfte on OJt+gzit;-
SIGNATURE: -& _ ~
11J I (/} ~~ s: . )
PRINT NAME: b btt;tf: 7 &)<J 'h > v 1'--1 ~~-Vr ~ ~ C.(} '
-~·~
PROJECTNAME: La Cosfu \Ol,M Sr--..z '~
PROJECT NUMBER: 5 QP 13-0.~
LOCATION: l-._a c 0 5fq fo}v'\(' n L{Q
P-21
(Planner)
CITY OF CARLSBAD
PLANNING DIVISION
1635 Faraday A venue
Carlsbad. CA 92008-7314
Page4 of6
A Cctrlsbad)
Revised 07/10
4~A._ CITY OF
VcARLSBAD
FILE COPY
l..J·/;;) ·13
Community & Economic Development www.carlsbadca.gov
I EARLY PUBLIC NOTICE
PROJECT NAME: LA COSTA TOWN SQUARE 63
PROJECT NUMBER: SOP 13-02
This early public notice is to let you know that a development application for a Site
Development Plan project within your neighborhood has been submitted to the City of
Carlsbad on March 8, 2013. The project application is undergoing its initial review by
the City.
LOCATION: The project is located southeasterly of Rancho Santa Fe Road, northerly of
La Costa Avenue and located on new streets Sitio Lima, Paseo Tamarindo, and Sitio
Sandia.
PROJECT DESCRIPTION: A review of the dwelling unit plotting on the property and the
architectural review of the proposed 63 dwelling units for compliance with City Council
Policy 44.
Please keep in mind that this is an early public notice and that the project design could
change as a result of further staff and public review. A future public hearing notice will
be mailed to you when this project is scheduled for public hearing before the Planning
Commission.
CONTACT INFORMATION: If you have questions or comments regarding this
proposed project please contact Van Lynch, Senior Planner at
van.lynch@carlsbadca.gov, (760) 602-4613, City of Carlsbad Planning Division, 1635
Faraday Avenue, Carlsbad, CA 92008.
I
®
City of Carlsbad
La Costa Town Square 63
SOP 13-02
N
A
0 1,200 ...... ====~ .......... -=========~Fee
200 400 800
Map created by the City of Carlsbad GIS. Portions of
the DERIVED PRODUCT contain geographic information
copyrighted by SanGIS. All Rights Reserved
LEGEND
DQSJWGIJRCIIIDirr:H ~"'" *' *'
EXJSlWGEASEIEHTI.MC
DZSliWO VARIIolll£ SLOP£ (Z!I IIAX) --y---
f;'GSII¥GSOFGRAOf .1!!...
~:=~~~N01£D) ·:··-~···{)
IMDIIAIH •mnrr£H"IIlRANT {,.IH.fS5 DJPeiiSrN01fD)
"""""""'"" .SJ'tJIIIDRNNSI$IEII
A N.ET CM CArr:H IMS' . """""' C. a.EAHOUT D. fFRAI' (HJJGr PUSSF'A JDf)
SIIIETCENIERUIE"fi.EVAJICWS
DII$1Wf;~1tii.WS
awcti£JrQI'DSSWrD
PROPOSED RETAW&ItG IMU.
EJtiS7M1 RETAIHING II'AU.
EXISTJ!IG CZOQiil) R£rAMN; WALL
£MS1WG $OI.WOM.L IMU.
DISJWC aoar IMU.
CASDIENTCAU.OUT
"""""' ElEVA JJtW AND CCl.Oii' SChO£
....... ·-11"···"'·--
,..,
;~::=-:0~:;::::-:<
(}--<
.L~
£ rn
®
ABBREVIATIONS
FL n.orut£ Tl nPrF.CU. ,_ 80ntllrFIULL IT nPIFFTIOTIM; F'S FIN/:iHSIIF~ == 11W R!ll.AiotlDir.tret
SD SnJWaMIN NrS 1«1fJU.5Qfll£ fLEV ELEVAriGV
1£ /MEJfTQ.EVAT/tw ~ ~~~ "'"""'"""' PI I"'INrtF/~Iai(V.C.) ,. I"AAaDArH:W SF QIIISSSD.FT.
ltsF fr£rSD. FT. FP I'UDII'I.AIN lit' QJ"IQ4lalft£ "' """"' fiCP ~llfll!tW ~PIP£
SITE DEVELOPMENT PLAN NO. 13-XX
LA COSTA TOWNSQUARE
CITY OF CARLSBAD, CA
ARCHTT£CTURE SUMMARY
PLAN 1ST
NO. FLOOIII LIVING GAJtAGI! TOTAL FOOTPRINT IQ.FT. IQ.FT. 8LCO. SQ.FT.
SHEET4
PROJECT MAP
SWUE: r· ... rrxr
PUBUC UTIUTIES AND DISTRICTS
c.ASMDEJ....fCrRIC •.
.$EIEJf •••.•• SnRI'tMAIN """· ""-'"' sam:.s 501Xl.S •.••••• /Ea..AIIEDIMJDl ..
• .• L.EU::M}/A lrASttrAIERDIST.
.• CITY OF CMl..SIMD
•••.••.• Cl.I~IN IIUt/CIPAL IMJ'E'i' DIST.
••..••.• ClrT rF CNI.SIMD
••••••• DI:INITAS INICN ELFJI, srHD. CWir,
SAN 0/fiV/Jtl' IMICN HIIOH SCHXl. OIST.
• •••••• CAII..SIMO MMICIFW... IMJDf 0/ST,
REFERENCE DRAWINGS ,.,._, ,.,._, ,.,._,_
FJI/0000( =-· 11fl-2 3f1-18
16-!3 1979 3822 66S
"" ""
PARKJNG SUMMARY
REQURED PARKING
' .l5SI'H::ESXII3"
IFO!IIOIBN'If<!Gl.tl!f$1
ALL STN\IDARD SPACU
'PERCfi!CZONINGSECTION2144010B
PROVIDED PARKING
SINGlEFAMILY 113
FULL-SIZEOJIQlAA 113 3 VISITDRPAAIONG' 113 2SP.o.cESIUNIT"
TOTALS
'VISITDRPARKINGALLOWEDJISlREEl \SlREETSPACEAN010RIVEWAYSPAcePERUNIT
CITY OF CARLSBAD
PLANNING DIVISION
'~ "'
GENERAL NOTES
f. TOTAl.. SIFF AI£A: N'FR!llr/Mo!UELY 2-f.<f ACI'£5 2. CXISTIM; LAM) USE· VAQWT-~ GlfAOO) (F£R DRAWIM; <415-28)
.J. F'RCJ"DSEl} LAM11.15E" SINQ.E FMIILY fDIC1£NTIAI.. ND lP£N SPACE" 4. TOTAL MMER OF DfllflL/fG IMITS: 6J
'· TOTAL M.1E1ER OF 1£5/r.ENTIAL L015: 6J 6. ~·s PMtR M.IIIElt 22.J..O!j()-1.f 1. GUERAt. A..AN LNC) US£ 0£SICNATICW: RUI (1£5/DEHTIAL UIJ-IEDitM /rJ...f 00/ICJ)
6. CXISTIM; zo.IIIG PC (LA CCSTA MISTER F1.AN /W /.fiR/) II. IMSla' 1'1..AN t.Nei...YifG zamt R-1 (SIIQ.£ FAAIILY IETAaG) /0. GRCISS tM1W.1. /1£/CHDHXD OENSITY:Z.fl 00/ltC (6J OO'S/24 •• AC) f'E7f J11 CT OfJ-O.J
t£T 11£/tMDHDJ IBISITY:.J., IJVAC (6J OO'S/16.2/'CT IC)
II. lfV" za£; 1.01£ II 12. A\IERMi£ DMLY 1RIPS 5JO (6.J !.NITS 1t 10 1RIPS/D4Y)
IJ. f!IUILDIM; ~ MMlK/iMJELY 4. I ~ 1 •• fiERCEM'AGE" LANS:IPIIG AFI"RR::KitMJEl.Y 61,,_ IS.~CB.ERAT/a.t o.or•IIC/0 Iff. IM1I1i' IBMMJ: .JI G.P.II.
GENERAL DESIGN NOTEs-stTE PLAN
I. Al.Lt:rMlll~nR~INJFVJli£S11£E159'MU.ctrRRII1DFPECITYCF CMI..SlMO lESirM STMGRlS INJ AS IE!li/IBIIY JJ£ CITY EJ(;IfaR. 2. AlL CASEIEM"S SHilL IE FfffNir:uJ, I6IMtl tM IIEU:CHED AS QIIIBI 1ft' JJ£ CITY
00/lfill, 1'1.8./Ciff/LiriESIHJ JPEIRAFMJIRIA"Il"DI!mi/CTS. J.AU.AilrPDSEDiffiL/TIESSHilLIEIHSrM..U.D~ • •• Si!XII:E"rF1!FOCIW'HY: rol'll.L !£RIAL sun£Y5 DillED Al'lf/L-10-2001. IHJ1J£Q't;MY/ftJJGHQW1/IC~(tMAr111CfiD.<415-2B)
S. aJffllliEP IHJDWAt.S 1'/5' F£rr
6. IWU"AC/IIEI ~ IMTIOS SHilL IE VARIAEU (2: 11/AX),
1, FINI9£D gw;e: II£ FER RllDI QMDIM.: I'I.AN5 47!i-3B. li.SOILS/IfiliWoTICMIMSaJTAIIEOFIUilJ£~/CA!.IN't£STIGAT/rMRiEPAIIEJ111t': SW11£1W CALIF"tiWIA SOILS .t JESTIIC, OIIIEll" 01-61-12.
J. GRAlU)SIMLfSSIMU.HIIIo£AMINIMJICF l.fF1.01flll£t:RAtl"IHJAS~fMfRAOI/Il;
Pt.ANDIIC<fn-211. 10. AlL SlJIEU C61(lr6, SlJIEU LIGHT, INJ F/1£ IMRWTS ro CXfflRI ro CITY CF C£SIGN ST.wMIIIS MlJ AS QIIIBI IY CITY £NOltER MlJ FfftN/aD AS S1Wt1 /IAirMIIEHT"LWSI*O.l$-2. II. I..JNJSCIP/t«; N6J TilEr FUNrlt«; SHilL BE PER 1J£ CAIL5lMO l.NtD5tM'£" MW.ML NO PER l.Ao'Cl!iCM£"~4~aPREl'WIEDfl'fiE5HIMtiEStGNr;RJP.
12. Glt.-il"-S.C 11RJ 11WU S1MU. 1!£ A 11/NIIUI rT !J". IJ. 1J£S1RJIV/~.9MU. I'RWIIZ"MIJ llfiTAt.L ~SrFIElTLIGHTSTNOWlS IH)F"/xniiES INJJCTl'f'E"MIJMMIERAI'I'RDmlllt' TPECITYCT~. TJ£1'1.8../C IIQIII'S~-m4FFICSD:TICWIH)P£R 1J£CITY'S STIU"TLIGHTcatSTIU:TI(II ST.wwi!S. S1l'IElT LIQfTS AS 9f1W4 fJII 7HIS 1W" M£ ID BE USED AS A t;VIOC at.r. S!'!ET LlrMTSA5~(111HISIIAPME"I'fROIIG.4154. 14. 1HIS Sl"ll" l'f...MI AS!UD aRrAIH MaaJ7£ IIRMSJJU:/11£ IS fJt/ST/1\G CJl AI'FJitMlJ 1HJ a:raD nR W 1J£ SATI9'"ACTifM CF JJ£ CITY EJ(;/IEER. lf£Y IMl.l« PrRTUNS rT
RNOI) SWl"A F'C Rt:MD 1/KJ I.A OOSTA AlfMC.
"· IHJ£ tEtDSA/n' IN (liEf W .aT 1J£ ,, MINIMJI PlZSITI~ aM/Mit" rM S/IEYA/IlS, lHJ'E1£l!FfJOT/IQirlll.LBEI/TlLIZED. 16. AlL I~ INJ QMP/M: M£ EXISTIM: PER llfRMIEHT MlJ QUD/t«; l'f..ANS <41!}-2
N047S-2B~r;mnr. 11. I'Riflf W JJ£ /SSUU«E" rF A ~ISE" QUDI/11; l"£1ft/IT tM NW BUil.Dif(; l"£1ft//TS, 1J£ DC/STIII; llf'IIIIMIEM" QIMri/M:S SfMLL BE ar61RI.t'TI(M Q.w;m rtl 9111 »£ /ll.OQ!r/(111
rT MfY tMI~B" • .5DEii' INJ MIEJI' I.AfEMS IIi/eM M4Y Clfl/CT ri/1H M1Y CITr
STNfWIJS tM PIIJIOSm RESIIENTUL. tNI~I~lS.
lB. FJF£ HINIURS M£ IIEtVIIID NIJ AiOV/001 FTR fM ALL RESI«NTIAI.. .smt.cn.RES 8UILT rMfMAFTER.MNJNW/,20/1.
LEGAL DESCRIPTION
PARlE. 41F C/Tr (F CVUBW MIG SLKIIV/S/(11 1#0. tJoH¥' IIEQRED BY JJ£ aJNTY IErREl
CF 1J£ Cllllffi' rT SAN 0/EIXJ rM ..U..Y II, 2012 AS PNitll.IIAPKJ. 201M2.
OWNER
CEVELCF'IENT 5a...UTICWS 21...AC, LLC
A DELAIMRE" L/MIT£1) LIABILITY CQI'JN'f
BY: DAVIDSa-1 TCWIN ~RE" 206,LLC
A CALIFtl'lNIA LI1117W LIABILITY Ctii"ANY ITSif'fO.ECT.IMN4CEJi' I.JOZ CAll/HOlE. M4~ lE. IMR, CA 9201. (tr}IJ).l59-IJ5JO
APPLICANT
DrWIDSCIV BUILDERS, IM:
At:At.II'TIWIACQiif'I:RATION I.JOZ C.WINO lE. IMR lE. IMR, CA 92014 (455)~
WILL/All A. IMV/OSIW, FRE.SIOENT gy, WIU/MI A. !MVIDStW, /RUST[[" fT 1J£
WILLIAM A. 04VIfl!DILIVIN': 1RUST 04TfDJAMJAR'f21,~ l6lfiEJ1
1'1-.c_..,_
IMQI-.c lllll*p,CII_
...... __
SITE DEVELOPMENT PERMIT# 13-XX
LA COSTA TOWNSQUARE
City Of Carlsbad, California
R:\11V\Itl'ln\LCT_,.q_.SDP Sht
SHEET
1
OF
6
TOP OF SLOPE SE'IBACK SECTION 'A' -TYPICAL
SCALE: 1" • 10'
NOTE: AS LONG AS A 14.5' WIN. DISTANCE IS MAINTAINED, ll£ TOP OF SUP£ SElliACK REQUIREUENl'S ARE MET.
B Ell
R 011
TOP OF SLOPE SE'IBACK SEcnON 'B' ·TYPICAL
SCALE: 1 • 10
NOT£: AS LONG AS A 18.9' WIN. DISTANCE IS MA!t.ITAINED,
THE TOP OF SL0Pt SEl8ACK RECUIREWENl'S ARE MET.
SCALE: 1 • 10
NOTE: AS LONG AS A 14.8' WIN. DISTANCE IS MAINTAINED,
THE TOP OF SlOPE SETBACK REQUIROIENTS ARE MET.
SCALE: 1 • 10
NOTE: AS LONC AS A 8.8' MIN. DISTANCE IS MAINTAI£0, THE TOP OF SlOPE stlBACK REQUIREMENTS ARE MET.
SLOPE EDGE BUILDING SETBACK
SCAI.E: ,·.ur
H-20.7'
\r~'SlOPE '< LINE QF SIQIT ' .,
LOT., Y· PIMIIIR '{
11l.2' ACnJAL LOT &0 SETBACJ(
H-24.2'
SCAt.el" .. JII'
TOP OF SLOPE SE1BACK SECTION 'D' -lYPICAL
SCAlE: ,. "" 10'
NOTE: AS LONG AS A 14.8' MIN. DISTANCE IS MAINTAINED, l1iE TOP Of SlOPE SE'TBACK REQUIREMENTS ARE MET.
11.5' ACTUAL LOT 5J S£lBACf(
TOP OF SLOPE SETBACK SEcnON 'E' -lYPICAL
SCALE: 1" • 10'
NOTE: AS LONG AS A 7.7' t.IIN. OISTANCE IS MAINTAINED,
THE TOP Of SLOPE SETBACK REQUIREMENT$ ARE MET.
SLOPE EDGE BUILDING SETBACK
seAl.£: I'• HY
' ' ' ' ' \ H-21.1'
\\ TOPOFSLOPE ,/~51GHT 'n. ',~,
LOT10 \ PIM3lfC \
2 .0 AClUAL LOT 10 SETBACK
~··-Jtt
PUDXXXX
DEVELOPMENT PERMIT# 13-XX
LA COSTA TOWNSQUARE
City Of Carlsbad, Gallfornia
SHEET
3
OF
6
ATTACHMENT "1"
I HEREBY CERTIFY THAT THE PROPERTY OWNERS LIST AND LABELS SUBMITTED TO
THE CtTY OF CARLSBAD ON THIS DATE REPRESENT THE LATEST AVAILABLE
INFORMA TfON FROM THE EQUALIZED ASSESSOR'S ROLES.
APPLICATION NAME AND NUMBER
t A Co>?f.-'fvAJU £Ck!J: IW"
APPLICANT OR APPLICANT'S REPRESENTATIVE
B~l}id c&.sw!CtLdm~ Pn8 T ({ ?
DATE: ~ri;~tJ cr:j!J
RECEIVED BY
DATE: 3 -g-r-;
P-21 Page3of6 Revi8od 07110
~
SHT 2
~
SHT 1
PAR 2 (72)
37.29' AC
2*
PAR 4
22 •• AC
1*
~
SHT 4
RP0M520982 12915
EiJ
SHT 4
I /
\ i \
!
I~,~~-~·~ ! 400'
IJmwl: 7 ftlll'lttl2 a.. RAG 2V-050 I.C H From: 22.J-(J6(J ANC"!-1-i'~~
ll.K PRtai ..: ......, APN NEW N'N IIi' an Ill.
!!!!.. 68 ~ 70 sw... ~ ~:_t51_ ST CP OJ 46116
67. ~ P(Jt PG 61 -i69 SliTS 1-B OJ J2 -fiJ -617-24 OJ 10088
L--66 If!~ fU !1612 --
"--66~70 ru ,
_j_Jo_~ft,
55J7
7t111i'1174jtJ -1007
I -
L -
--
~ -
-....,
1_1 I I I J
1* CTRL#1 0293 NSP .
NSP CARLSB LA COSTA r$~ T~&ro 08-03
2* CTRLf10292 ARE -RESIOENllAL
NSP
CARLSBAD l LA COSTA r5~NO 01-09 SQUARE -COMERCIAL
_j
Gi1
SHT 1 PAit I
®
4.13 AC G3
SHT 8 OR f
I I I ~ DETAIL X • :t . r-l. 200 6j)
SHT3
9
SHT 1
I
7128112 RAG
CHANGES
EiJ
SHT1
S!C &
(i)
SHT2 ®
40.00 AC
---® ""--·-2
-~ SHT 1
IAN DUD COUNTY MIIIIGIIIMP
IOGIC223..M11131 SHT. I OF 3
MAPPED FOil ASSESSM£NT PUIII'OS£5 ONLy
6 t:'\ FOR 'JNITS IN
• \:.)l-12 (SEE SHT. ,
s• C CONDM PENll
LA COSTA RACQUET CLUB
DOC 10-~31~
223-38
SHT.I OF3
10 t-5 ~ --M'i~'
lCI ~· ~ ~-~s
BLH OLD NEW ""'CUT
~. 11-4 ~at ...... ~ -.. -$'-4 ~,._,
l§ .. a .... ,_ !Lt
I• ~ 41' ACCESS OPENING NO.I
2•~ II' EMERGENCY ACC.ESS OPENING N>. 2
3• ~ 24' ACCESS OPENING NO. 3
MAP 11836 -CARLSBAD TCT. t«l 84-7 (BJ CCONlM)
MAP 1139 I -CARLSBAD ;cr. NO. 84-7 C:ONOM)
E9
~ ~
SAN DIEGO COUNT-.
ASSESSOifS MAP
BOOK ~PAGE 3e Sti"T 3
MAPPEO FOil ASSESSMENT PURPOSES ONLY
~~~J ~~ ~ ~ -l9sl
NOTE: EACH SUB 10 INCWDES
AN UNO INT IN COMMON AREA
~ ... ~
-----
CONDOMINIUMS STPGEC06.CH ~ DOC89-5886.52
MAP 11636-CARLSBAD TCI NQ 84-7 (}3)
223-36 _/
SHT. 3 ""'
th NO SCALE
w ~-2'"' 90
ptfr:_,
AVE.
223-37 j ..
SHT. I OF 2
1• = JOO' ~
.. ,._ ?.! -5!! ~ \12_ rc ~ ~ ~~~ ~:s
BLIC OLD NEW 1\'F(CUT
tm 1-~ ~~Jr.-
tit~ u.s-~0 \)%.
ffi 0~ 0 t/1 IJJ
en
CiVL. g z 0 '7~ en" ~ w -"· j~
~~ .... ,.""""'"~ .a--a .,
0 z -~ ~ C'e
u
~ c.;;,
~ I
MAP 11575-CARL..SBAD TCT. NO. 85-5 UNIT NO. 3 ..
SAN OEGO COONTY ~·s NAP
t 223-61
SHT 1 OF 7 -'
1 .. = 100' \-
5/2/2007 AJR J
fJrrmr. 8AJ6/02 BIC JCR(J from; 22J-()5()
CHAN< E~
8LK PRIOR APN NEWN'H )li' CUT NO
610 01 rHRIJ ,g OJ J2
OJ11RIJ05 SO THRUst 04 1959
I 09
I
@i
I
~ ;
i
i
~
~
I sa
~ ~
~
~ !
I .... I ~ <( ,.._ ~ 0 u; ; N 0 .... i
--------------------------~----------------------------------------------------------------------------------------------------
~ ~ SHT 1 ~
A..~
#' '? ;?I # ~
~
OPEN
SPACE
/'
~
~ 29
1.7 AC
~ 28
2. AC
/i /// til
/~ SHT 5
/ /
til
SHT 1
OPEN ~ 31
1.8 AC
OPEN
SPACE
SPACE
~
Slit IIEGO COONlY ASSES9:R'S UAP
! 223-61
SHT 2 OF 7 1 Nl 1" = 100' '! 10/23/03 ASF I
Dr-.: I/IJ6All th .QIO Ftvtn: Z2J-tl5t1
I<:;H A NG J:.:S
ax Pl/lfR""" 1011'11 IR ian•
611 , THIIIJ Jt ().J J2
tit
SHT 4
SHT 2
MAP 14379-CARLSBAD CT 99-04-01 VILLAGES OF LA COSTA -LA COSTA OAKS SOUTH _]
I 09 ~
SHT 2 I
!i
I
~
iE • i
i
~ :II
i
I
I
~ C§ • l!s
I w iE ti ~
I
sa
I
i!
~ g
I
:E I <( ~ (") .... I ti:i (")
0 ....
(") I ~ 8 N ~ ~ :a
..... ~ ....
""1;.?
Q?)
0.51 AC
~
SHT 2
~ 42
2.2 AC
OPEN SPACE
SAN IJEGO COOH1Y ~ MAP
! 223-61 I SH T 5 OF 7 (~:__.,v
Nl , .. = 100'
'! 11/06/03 ASF j
Dt.l: I.AIIAI1 IN .1110 Film: 22J-D!i0
IC~HANG t-_S
IU flfiiORN'N IBN'N , QJTNQ
614 , 7lllfl 41 DJ J'l
J,~tD ~d 114 5612
MAP 14379-CARLSBAD CT 99-04-01 VILLAGES OF LA COSTA -LA COSTA OAKS SOUTH
_j
09
i I
I
@i
I
~
I
i
~
?c :a
I
I
I ;s
~
~
l!s
I
~
~
I
fQ
I
~
,..; !
I ...
~ I <(
'If' ~ 0 ~ I .... 0 ....
(")
0 i 0 N us ~ ~ .... en .... ~
--+------------------------------------------------------------. ··--
~·
SHT
SHT 2
\tat
REMAINDER OF LOT 85
SHOWN ON PG 66 SHT 4
MAP 14624-CARLSBAD TCT 02-02 VILLAGES OF LA COSTA
LA COSTA OAKS SOUTH NEIGHBORHOODS 3.1 0, 3.11
MAP 14379-CARLSBAD CT 99..:..04-01 VILLAGES OF LA COSTA
LA COSTA OAKS SOUTH
~ 25
4.1 AC
6_;J
SHT 7
SM DIEGO CCUlY ASSESSC~t'S MAP 1 223-66 ~ SHT 3 OF 4 i 1" = 100' (.YLG
Dt-.· WI!.Z/D.J lh ASF Ftr~tr~: 12J-f15
~ ~l::iAN G E~S
IlK llfltlt Nff lfEr Nfl
112 , 111111 I.J
-lJI$-61 2#~25 ~05
. 1• LOT 86 IS ASSESSED
ON PG 66 SHT 4
2* OPEN SPACE
,
fH
fH
3• LOT 189 IS ASSESSED
ON PG 66 SHT 1
jan' Nil
•
la.J
4• REMAINDER OF LOlS 188
ck 189 SHOWN ON PG 67 SHT 3
_j
09
~ co ~ ~ m I ~ CX)
0
C")
0 i 0 ~
""' ' 0 -..... I .....
--
@
SHT 1
EiB
SHT 2
~
4!3
SHT 2
OPEN
SPACE
POR 85
~
SHT 2
~
SHT 1
@
SHT 3
SAN IJEGO COON1Y ASSESD'S MAP
SHT 4 OF 4
',/ ~ 223-66
, .. = 100' ·-/ /
' -·
a..: tohlltJJ h KiF ,,_ ZZJ.f15
I ......... HA NG E:s
IIJC l'lltJR N'll IEWN'II ,
66J I HliJ J5 ()4
-lt$-01 Jl ()4
1• LOT 85 IS ASSESSED
ON PG 66 SHT 3
!an'•
86
total
2• REt.tAINDER OF LOT 86
SHOWN ON PG 66 SHT 3
3* PUBUC lRAIL EASEMENT
MAP 14624-CARLSBAD TCT 02-02 VILLAGES OF LA COSTA
LA COST A OAKS SOUTH NEIGHBORHOODS 3.1 O. 3.11
MAP 14379-CARLSBAD CT 99-04-01 VILLAGES OF LA COSTA
LA COSTA OAKS SOUTH _j
~
SHT 4
,.
POR 180
OPEN
SPACE
. . . .
,. : :
: I . .
POR .i84 . . . . . . . .
@
SHT 2
~
SHT 4
POR
96
~
SHT 4
SAN DIEGO COONTY ASSESSOR'S MAP
! 223-67
SHT 1 OF 4
~ 1" = 100'
a-; QILIW.AlJ • A5F ffrlm: 22Ut6
!CHANG t-S
IU IWIRA/fl NErNfl , ~Tt«l
flO I TllliJ 21 0166
1• LOTS 180 & 184 ARE
ASSESSED ON PG 67 SHT 2
2• LOT 96 IS ASSESSED
ON PG 67 SHT 3
3* PUBUC TRAIL EASEMENT
MAP 14604-CARLSBAD TCT 02-03 VILLAGES OF LA COSTA
LA COSTA OAKS SOUTH -NEIGHBORHOODS 3.12, 3.13
MAP 14379 -CARLSBAD CT 99-04-01 VILLAGES OF LA COSTA _j
LA COSTA OAKS SOUTH
. •·"
. . . ,
SHT 1 _:::.-··~
SHT 1
------------------\--------------------------------·-
@
SHT 4
.............
, . ,
... 6• ... , .
OPEN
SPACE
~
SHT 3
. . . . .
•• • 4*
• OPEN ••• • •• SPACE . . .
ll.J5
43 ®
~
SHT 4
. .. ...-:--... tu: rai UN'E •;;.·-
1* LOT 96 IS ASSESSED
ON PG 67 SHT 3
2* REM OF LOT 180 IS SHOWN
SAN lBO CCllfTY ~ MAP
~ 22.3-67
SHT 2 OF 4
1. = 100'
10/23/03 ASf I
• Ma:m-ftl
ON PG 67 SHT 1 J--.ol---+---1-+---1
J• REt.f OF LOT 184 IS SHOWN a--..._-.-+---+-+--1
ON PG 67 SHTS 1 a: 3
4* REM OF LOT 185 IS SHOWN .._._.._+---+-+----1
ON PG 67 SHT 3
5* NO ACCESS
6* PUBUC lRAIL EASEMENT
.. ..
~
SHT 3
_j
i09
I @ (.l) z a SHT 1 ~
~ ;
!
~ ;
~ ~
i
?c 2
I
I
!
~ a
~
~
I
~
~
~
!a
i :::::1
0 z
SHT
EB
SHT 2
101 @
OPEN SPACE
1"' LOT 99 IS ASSESSED
ON PG 69 SHT 2
2* REMAINDER OF LOTS 100 & 101
ARE SHOWN ON PG 69 SHT 4 & PG 37 SHT 2
3* REMAINDER OF LOT 102
IS SHOWN ON PG 69 SHT 4
6i1
SHT 1
IIi! S!!
:::1 0 .J5
57 s:
@ ~ )> !:>: ~ z
)> z
)>
60
SAN DIEGO CaJNlY ASSESSOR'S UAP
t 223-69 ,~u_
SHT 3 OF~
1,, = 1oo·
08/08/2006 EK
IJrQrm: 08/05/0J 811: ASF From: 22J-616 CHANCES
8V< PRI()R APN N£W APN ~ aJTNl
692 01 1HFifl JO (}I BD
28 Jl.t 07 1248 -J72-4J
~ CIRCULO SEQUOIA 6i)
78.09 SHT 2
33 Q ~ ~ 31 ~ @ ~ @) 2 ~ ~
SHT 7
-OPEN SPACE
1~
Q!)
3.74 AC
/'
/
./
~ 20
2. AC
1* LOTS 100, 101 &: 102 ARE
ASSESSED ON PG 69 SHT 3
I @
SHT 1
OPEN SPACE
MAP 14604-CARLSBAD T 02-03 VILLAGES OF LA COST A
LA COSt . OAKS SOUTH -NEIGHBORHOOD 3.12, 3.13
MAP 14618-CARL AD TCT 02-05 VILLAGES OF LA COSTA
LA OSTA OAKS SOUTH -NEIGHBORHOOD 3.15
MAP 14379 / RLSBAD CT 99-04-01 VILLAGES OF LA COSTA
// LA COSTA OAKS SOUTH
/
,.
@
SHT 1
~)
/ IOO.JJ
POR 100
1*
<(
0 ::::> 8 ~ Vl ~ OPEN
g
::::> (.)
0:::
SPACE
0 1*
~ 21
1.6 AC
~
SHT 4
,.
6ij
SHT 3
SRt DIEOO cwaY ASSESSIR'S MAP ! 223-69
1
SHT 4 OF 4
6iJ
SHT 1
• CITY OF CARLSBAD
REVIEW AND COMMENT MEMO
DATE: MARCH 11, 2013
PROJECT NO(S): SOP 13-02 ,,.,,,:
PROJECT TITLE: LA COSTA TOWN SQUARE {RESIDENTIAL UNITS)
APPLICANT: HENTHORN & ASSOCIATES/JACK HENTHORN
TO: " C8J
C8J
C8J
D
D
D
r8J
D
D
D
D
D
Land Development Engineering-Administration
Police Department-J. Sasway
Fire Department-Greg Ryan
Building Department-Will Foss
Recreation-Mark Steyaert
Public Works Department (Streets)-Nick Roque
_____________ Water/Sewer District
Landscape Plancheck Consultant-PELA
_____________ School District
North County Transit District-Planning Department
Sempra Energy-Land Management
Caltrans (Send anything adjacent to 1-5)
Parks/Trails-Liz Ketabian
*ALWAYS SEND EXHIBITS
FROM: PLANNING DIVISION
Please review and submit written comments and/or conditions to the~NNH~.J'~TRACKING DE~K
in the Planning Division at 1635 Faraday Avenue, b~i"'rv'~~1h,;~;;;l~t~.c~~;;;~~t~,'' please
so state. If you determine that there are iterrst'har"n~d to be submitted to deem the
application "complete" for processing, please immediately contact the applicant and/or their
representatives (via phone or e-mail) to let them know.
Thank you
COMMENTS: LD-e-~ V1,.Q
IJ.h..lts ~lJ 6 r~~&t;d · Lt't
GtHYl~~ • Ch~ t; dr\trt~ ~ 0o_·,~ro
D~G 4-15-'2S. -
(fw.,_ ~re ' D~te
PLANS ATTACHED
Review & Comment 12/12 V''-
CITY OF CARLSBAD
REVIEW AND COMMENT MEMO
DATE: MARCH 11, 2013
PROJECT NO(S): SOP 13-02 ·-~":,,
PROJECT TITLE: LA COSTA TOWN SQUARE (RESIDENTIAL UNITS)
APPLICANT: HENTHORN & ASSOCIATES/JACK HENTHORN
TO: Land Development Engineering-Administration
Police Department-J. Sa sway
Fire Department-Greg Ryan
Building Department-Will Foss
Recreation-Mark Steyaert
· REVIEW NO: 1 .. ~~ t
Public Works Department (Streets)-Nick Roque
____________ Water/Sewer District
Landscape Plancheck Consultant-PELA
____________ School District
North County Transit District-Planning Department
Sempra Energy-Land Management
Caltrans (Send anything adjacent to 1-5)
Parks/Trails-Liz Ketabian
*ALWAYS SEND EXHIBITS
FROM: PLANNING DIVISION
~rtit!i.'lf:'!f"'"':'~.·'
Please review and submit written comments and/or conditions to the PLANNING TRA(:KINGDESK
in the Planning Division at 1635 Faraday Avenue, bY3i29Z1:f"lfyou h~ve "No Comm.ents,'; plea;e
so state. If you determine that there are itenW'"that need to be submitted to deem the
application "complete" for processing, please immediately contact the applicant and/or their
representatives (via phone or e-mail) to let them know.
Thank you
COMMENTS: f}:cnvtpl-/T ailJ~ Pff/ezJ VJ/!Ar 138 £¥AJE UJ!(.e1l)
CJeyi !JJ"r:ut~77rn Ftfrtv~ ME Sc./I!(Vt 1/ffJJ 7J 8141/..rOrA/&
;;:; Signatre
PLANS ATIACHED
Review & Comment 12/12
.. •
CITY OF
CARLSBAD
Police Department www.carlsbadca.gov
Date: March 22, 2013
To: Planning Tracking Desk-Planning Department
From: J. Sasway, Crime Prevention Specialist, Carlsbad Police Department
Subject: SOP 13-02-La Costa Town Square
Plan Review Recommendations
The City of Carlsbad Police Department's Crime Prevention Unit has provided the following optimal security
recommendations. The purpose of this document is to safeguard property and public welfare by regulating and
reviewing the design, construction, quality of materials, use and occupancy, location, and maintenance of all
buildings and structures. The standards used in this document represent model international standards.
Crime Prevention through Environmental Design
The proper design and effective use of the built environment can lead to a reduction in the fear and incidence of
crime and an improvement in the quality of life. The proper design influences this by positively affecting human
behavior. The design includes the physical environment, the planned behavior of people, the productive use of
space and an effective crime/loss prevention program.
Natural Surveillance
1. Place and design physical features to maximize visibility. This will include building orientation, windows,
entrances, walkways, landscape trees and shrubs, fences and any other physical obstruction.
2. Design the placement of persons and or activities to maximize surveillance possibilities.
3. Design lighting that provides for appropriate nighttime illumination of walkways, entrances and
driveways.
Natural Access Control
1. Use walkways, pavement, lighting and landscaping to clearly guide guests to and from selected entrances.
2. Use real or symbolic barriers like fences or landscaping to prevent and or discourage access to or from
dark and or unmonitored areas.
Provisions for territorial reinforcement
1. Use pavement treatments, landscaping and fences to define and outline ownership or property.
Lighting
1. Equip building on all sides with light fixtures.
2. All types of exterior doors should be illuminated during the hours of darkness.
3. Install lights on the building in the eaves to illuminate the perimeter of the house.
4. Choose light fixtures with dawn to dusk sensors or timers not motion sensors.
Landscaping
«~~~--------------------------------------------------~ ~ 2560 Orion Way, Carlsbad, CA 92010-7240 T 760-931-2100 F 760-931-8473 ® "l,.
•
1. Plan a landscaping design that enhances surveillance and security.
2. Tree canopies should be no lower than six (6) feet and should not allow access to roofs or balconies.
3. Ensure landscaping plan does not deter from lighting and addressing.
4. Plant only low profile shrubs that can be maintained below two (2) feet.
5. Use security plants where necessary to prevent entering and tampering.
6. Install walls and fences that are see-through and enhance surveillance.
7. Install lockable gates that allow surveillance.
Addressing
1. Locate numerals where they are clearly visible from the front street
2. Contrast the numeral's color to the background on-which it is affixed.
3. Numerals shall be no less than four (4) inches in height and illuminated during the hours of darkness.
Entrances
1. Design front entrances to provide vision from the front door to the front access street.
2. Keep entranceways clear of clutter.
Doors
1. Do not use of glass within 42 inches of a locking device.
2. A single or double door shall be equipped with a double cylinder dead bolt with a bolt projection
exceeding one inch or a hook-shaped or expanding dead bolt that engages the strike sufficiently to prevent
spreading. The dead bolt lock shall have a minimum of five-pin tumblers and a cylinder guard.
3. Install wooden doors of solid core construction with a minimum thickness of one and three-fourths (1-3/4)
inches.
4. Provide a double door inactive leaf with metal flush bolts having a minimum embedment of five-eighths
(5/8) of an inch into the header and footer of the doorframe.
Strike Plates
1. Reinforce all deadbolt strike plates. Choose Strike plates constructed of a minimum 16 U.S. gauge steel,
bronze, or brass and secure it to the jamb by a minimum of two screws, which should penetrate at least
two (2) inches into the solid backing beyond the surface to which the strike is attached. Re-enforcement
of the door area around the lock is also suggested.
Viewer
1. Arrange entrance doors so that the occupant has a view of the area immediately outside the door without
opening the door. Except doors requiring a fire protection rating that prohibits them, such a view may be
provided by a door viewer having a field of view of not less than 190 degrees. Mounting height should not
exceed fifty-four (54) inches from the floor.
Windows and sliding glass doors
1. All exterior sliding glass doors and windows should be equipped with locking devices which will keep the
sliding panel of the door or window from being opened from the outside horizontally or vertically.
2. Ensure windows have security features preventing the window from being forced to slide or rise.
3. Consider security glazing.
Alarm system
1. When considering an alarm system, consider a verified system.
This information is a representation of information gathered on a national level. The purpose is to provide
effective and consistent information. If you would like additional assistance concerning building security, please
contact the Crime Prevention Unit at (760) 931-2105.
By Jodee Sasway, Crime Prevention Specialist
Carlsbad Police Department
760-931-2195 or jodee.sasway@carlsbadca.gov
www.carlsbadca.gov
df~_A CITY OF
VcARLSBAD
Community & Economic Development
July 1, 2013
Davidson Builders Inc.
1302 Camino Del Mar
Del Mar, CA 92014
SUBJECT: NOTICE OF RESTRICTION-SOP 13-02-LA COSTA TOWN SQUARE 63
Dear Applicant:
~c,', \edl I /ot /13
FILE COPY
www.carlsbadca.gov
Please find the enclosed Notice of Restriction that needs to be signed, notarized, and returned for
recordation. This is to fulfill a condition of approval of the Site Development plan SOP 13-02. Please
ensure the following items are addressed prior to returning the Notice of Restriction:
./ Correct Notary Acknowledgement Required (Effective January 1, 2008, all Certificates of
Acknowledgement used by a California notary on a document that will be recorded in the State of
California must NOT HAVE "PERSONALLY KNOWN TO ME" in the acknowledgement. (Assembly Bill
886, Chapter 399))
./ Document must be properly notarized .
./ Name on signature page and name on Notarial Acknowledgement must match .
./ Property owner's signatures/initials must be the same as on Notary Acknowledgement.
./ Notary seal cannot be blurry/too light (County will not record the document if any portion of the
Notary Seal is blurry or too light)
./ Include property owner's name in the designated space above the owner's signature .
./ Please pay particular attention to the signature requirements at the bottom of the signature page.
It is our goal to assist you in getting the Notice of Restriction recorded as expeditiously as possible. If
you have any questions or need additional assistance, please contact Michele Masterson, Senior
Management Analyst at (760) 602-4615 or via email at michele.masterson@carlsbadca.gov.
Sincerely,
J~
Van Lynch
Senior Planner
c: Michele Masterson, Senior Management Analyst
File Copy
Planning Division
1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559
_df~.A_ CITY OF
VcARLSBAD
Community & Economic Development
PLANNING COMMISSION
NOTICE OF DECISION
June 20, 2013
Jack Henthorn
PO Box 237
Carlsbad CA 92018
SUBJECT: SOP 13-0Z-LA COSTA TOWN SQUARE 63
, r\ ' rv\eu .. xw (p (10\ 1:Q
FILE CtJr,
www.carlsbadca.gov
At the June 19, 2013 Planning Commission meeting, your application was considered. The Commission
voted 4-0 to approve your request. The decision of the Planning Commission is final on the date of
adoption unless a written appeal to the City Council is filed with the City Clerk within ten (10) calendar
days in accordance with the provisions of Carlsbad Municipal Code section 21.54.150. The written
appeal must specify the reason or reasons for the appeal.
If you have any questions regarding the final dispositions of your application, please contact your project
planner Van Lynch at (760) 602-4613 or van.lynch@carlsbadca.gov.
DON NEU, AICP
City Planner
DN:VL:bd
c: Data Entry
File
Marty McComas, Davidson Builders Inc., 1302 Camino Del Mar, Del Mar CA 92014
enc: Planning Commission Resolution No. 6989
Planning Division
1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559
_,Jf~.A,. C I T Y 0 F
VcARLSBAD
Community & Economic Development
May 28,2013
Jack Henthorn
PO Box 237
Carlsbad CA 92018
SUBJECT: SOP 13.02-LA COSTA TOWN SQU~RE 63
)\/\ vu..:-t· c s-1 1 ~ ) \ 0
FILE COPY
www.carlsbadca.gov
The preliminary staff report for the above referenced project will be sent to you via email on Wednesday, June 5,
2013, after 8:00 a.m. This preliminary report will be discussed by staff at the Development Coordinating
Committee (DCC) meeting which will be held on June 10, 2013. A twenty (20) minute appointment has been set
aside for you at 9:00 a.m. If you have any questions concerning your project you should attend the DCC
meeting.
It is necessary that you bring the following required information with you to this meeting or provide it to your
planner prior to the meeting in order for your project to go forward to the Planning Commission:
1. Unmounted colored exhibit(s) of your site plan and elevations; and
2. A PDF of your colored site plan and elevations.
The colored exhibits must be submitted at this time to ensure review by the Planning Commission at their
briefings. If the colored exhibits are not available for their review, your project could be rescheduled to a later
time. The PDF of your colored site plan and elevations will be used in the presentation to the Planning
Commission and the public at the Planning Commission Hearing. If you do not plan to attend this meeting,
please make arrangements to have your colored exhibit(s) and the PDF here by the scheduled time above.
Should you wish to use visual materials in your presentation to the Planning Commission, they should be
submitted to the Planning Division no later than 12:00 p.m. on the day of a Regular Planning Commission
Meeting. Digital materials will be placed on a computer in Council Chambers for public presentations. Please
label all materials with the agenda item. number you are representing. Items submitted for viewing, including
presentations/digital materials, will be included in the time limit maximum for speakers. All materials exhibited
to the Planning Commission during the meeting (slides, maps, photos, etc.) are part of the public record and
must be kept by the Planning Division for at least 60 days after final action on the matter. Your materials will be
returned upon written request.
If you need additional information concerning this matter, please contact your Planner, Van lynch at (760) 602-
4613 or by email at van.lynch@carlsbadca.gov.
DON NEU, AICP
City Planner
DN:VL:bd
c: File Copy
Project Engineer
Marty McComas, Davidson Builders Inc., 1302 Camino Del Mar, Del Mar CA 92014
Planning Division
1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559
-,., I ! l ~ctd si 1 \'?=::>
..df~.A._ C I T Y 0 F
VcARLSBAD
oFILE
Community & Economic Development www.carlsbadca.gov
May 1, 2013
Davidson Builders Inc.
1302 Camino Del Mar
Del Mar, CA 92014
SUBJECT: SOP 13-02-LA COSTA TOWN SQUARE 63
Your application has been tentatively scheduled for a hearing by the Planning Commission on June 19,
2013. However, for this to occur, you must submit the additional items listed below. If the required
items are not received by May 28, 2013, your project will be rescheduled for a later hearing. In the
event the scheduled hearing date is the last available date for the City to comply with the Permit
Streamlining Act, and the required items listed below have not been submitted, the project will be
scheduled for denial.
1. Please submit the following plans:
A) 10 copies of your site plans, building elevation plans, and floor plans on 24" x 36"
sheets of paper, stapled in complete sets folded int9 9" x 12" size.
B) One SW' x 11" copy of your reduced site plan, building elevation and floor plans.
These copies must be of a quality which is photographically reproducible, Only
essential data should be included on plans.
Staff already has the requisite mailing labels for the public hearing notice on file.
Sincerely,
~~~
Senior Planner
VL:bd
c: Jack Henthorn and Associates, PO BOX 237, Carlsbad CA 92018
File
Planning Division
1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559 ®
.k Henthorn & Associa~
P.O. Box 237
Carlsbad, California 92018-0237
(760) 438-4090
Fax (760) 438-0981
April 25, 2013
Mr. Van Lynch
City of Carlsbad
1635 Faraday Avenue
Carlsbad, California 92008
RE: Resubmittal of SOP 13-02-La Costa Town Square 63
Dear Mr. Lynch:
RECEIVED
APR 2 6 2013
CITY OF CARLSBAD
PLANNING DIVISION
In response to the Planning Department letter of April 5, 2013, the following items are being submitted:
• 3 sets of an itemized applicant response to issues of concern raised in the referenced letter
• 3 sets of revised architectural plans
• 3 sets of revised Site Development Plans
• 3 revised composite plotting exhibits
• 3 copies of the Building Elevation Design Elements matrix updated to the reflect the revised
architectural plans
• 3 copies of the City Council 44 compliance evaluation list
Please contact me at your convenience if you need additional information or should have questions
regarding the resubmittal.
Thank you for your consideration.
JEH:wpc
Ends.
cc: Don Neu, City Planner
Chris DeCerbo, Principal Planner
Tecla levy, Associate Engineer
rt 1902 Wright Place, Ste 200, Carlsbad, CA 92008
SOP 13-02-LA COSTA TOW,QUARE 63
April 25, 2013
Page 1
APPLICANT RESPONSE
TO
ISSUES OF CONCERN
Planning:
1. The City has changed the application name to "La Costa Town Square 63" as there is already a
project named "La Costa Town Square." This was done to differentiate the projects and
reference the correct project by name in the filing and computer system. Please note this new
name on the plans and correspondence.
Project name has been updated on cover sheets.
2. Please add the project numbers to the plans where appropriate. Please remove the reference
to a PUD application on Sheet 3 of 6.
Project numbers have been added where appropriate and PUD reference has been removed.
3. On the title sheet, please revise the following:
a. Correct the name of the service provider of reclaimed water to Olivenhain MWD.
b. Remove the reference to the provision of visitor parking in the Parking Summary in that
visitor parking is not required for standard R-1 developments.
c. Add a space between "Town" and "Square" as they run together in the title of the
project.
Revisions requested in items a., b., c., have been made.
4. Please review the Zoning Ordinance definition for "lot width" and the resultant side yard
setback requirements for standard single family residential lots. The lot width is measured at
the required front yard setback. Many of the lots do not appear to meet the minimum required
side yard setback based upon the lot widths. The plans should show to provide the lot widths as
measured at the front yard setback to determine the required side yard setback.
The method used in calculating yard requirements has been reviewed and confirmed. Lots 9 and
53 have been adjusted to meet the setback standards. All lots now comply with the required
yard requirements.
5. A side yard setback dimension was missing for Lot 11 (Sheet 4 of 6).
The side yard setback dimension has been added to lot 11.
6. The proposed dwelling unit plans on Lots 9 and 53 do not comply with the required setbacks.
Please consider a different plan for these lots in order to comply with the required setbacks,
both yards and top of slope.
SOP 13-Q2-LA COSTA TOW~QUARE 63
April 25, 2013
Page 2
Adjustments have been made to plotting and lot configurations and the dwelling units plotted
on lots 9 and 53 comply with yard and slope setback requirements.
7. Please correct the scale ofthe roof plans to 1/8th scale.
The scale is now shown on the roof plans as 1/8" scale.
8. Please add the dimension for the plate heights of the single story plans.
Plate height dimensions have been added to the single storv plans (Plan 1).
9. On Sheet A1.5, please correct the label on the front elevation from "precast concrete column"
to "recessed window."
The correction has been made as requested.
10. Do any of the plans include chimneys?
All elevation styles of the plan 4x include chimney elements.
11. Overall the building elevations appear rather plain without much architectural enhancement.
Consider adding additional materials or other architectural forms to add interest to the
elevations. Building elevation 1 only has two of the requisite four complementary design details
per City Council Policy No. 44. Large blank wall elevations will need some form of architectural
treatment. Many of the building designs do not use eaves. Eaves would improve the look of the
homes and would not bias the architectural style being presented.
The architect has made modifications to the elevations while maintaining the integrity of the
design. A Building Elevation Design Elements matrix has been submitted demonstrating that the
proposed design is in compliance with City Council Policy 44 including the complementarv
design detail provisions.
12. Plan 1 does not comply with the reduced second story allowance pursuant to City Council Policy
No. 44 as the second story is not located over the central portion of the home. The purpose of
this single story architectural requirement is to reduce the roof heights along the sides of the
home. The bedroom of this unit does not qualify as a loft as it does not meet the definition of a
loft pursuant to Chapter 21.04.330 of the Municipal Code.
Plan 1 is a single story plan incorporating a loft area. The usable area of the loft is 613 square
feet or 22.9% of the surface floor area. The usable area is located in the central portion of the
unit (front to rear). The proposed design complies with the maximum plate height of 15 feet
with a maximum ridge height of 20 feet. The loft complies with the definition pursuant to
Chapter 21.04.330 since it comprises less than 50% of the area below. Architectural"volume"
area is added above the family room and entry. These areas also comply with the single story
definition criteria.
•,
SOP 13-02 -LA COSTA TOWfsQUARE 63
April 25, 2013
Page 3
13. Please review the rear elevations to show similar architectural features and detail as the front
elevations.
The rear elevation have been modified to incorporate architectural features and detail similar to
those found on the front elevations.
Engineering:
1. As the development of the site grading continues, the plans need to reflect the approved
grading plans (DWG 475-28) and vise-versa.
Police:
The oroiect engineer, Hunsaker & Associates has been coordinating with the City project
engineer to insure that the plans reflect the approved grading plans per DWG 475-28.
Additional coordination has been taking place relative to minor revisions related to the project
final map.
1. Please see attached comment letter from the Police Department.
The comments from the Police Department have been noted and will be taken into
consideration during project final design and construction.
a FILE
Community & Economic Development www.carlsbadca.gov
April 24, 2013
Davidson Builders, Inc.
1302 Camino Del Mar
Del Mar, CA 92014
SUBJECT: SOP 13-02 -LA COSTA TOWN SQUARE 63 -CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
APPLICABILITY/PROCESS DETERMINATION AND TARGET DECISION DATE
CEQA Determination:
This is to advise you that after reviewing the application for the Site Development Plan for the architectural review
and plotting of 63 homes, the City has determined that the project is subject to the provisions of CEQA; however,
the potential environmental effects of the project were adequately analyzed by the previously Certified EIR for the
La Costa Town Square. No additional environmental review is required.
~ A Notice of Determination will be filed after approval of the project amendment with the San
Diego County Clerk's Office which involves a filing fee. Please submit a check to the project
planner in the amount of $50.00 made out to the San Diego County Clerk. The check should be
submitted approximately one week prior to the Planning Commission hearing date.
Target Hearing Date:
In the interest of expeditiously processing your application consistent with the State Permit Streamlining Act
(California Government Code Section 65950), the project should be scheduled for a public hearing no later than
June 19, 2013.
Therefore, in the interest of achieving that decision date/hearing date, all remaining project issues must be
addressed by May 9, 2013. If all project issues are not resolved by the date listed above, you may formally request
a one-time 90 day application extension. Otherwise, you will need to withdraw the application.
For additional information related to this CEQA applicability/process determination or should you have any
questions regarding an application extension or withdrawal, please contact Van Lynch at 760-602-4613 or by email
at van.lynch@carlsbadca.gov.
DON NEU, AICP
City Planner
DN:VL:sm
c: Jack Henthorn & Associates, PO Box 237, Carlsbad, CA 92018
Chris DeCerbo, Principal Planner
Tecla Levy, Project Engineer
File Copy
Data Entry
Planning Division
1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559 ®
a FILE
Planning Division www.carlsbadca.gov
AprilS, 2013
Davidson Builders, Inc.
1302 Camino Del Mar
Del Mar, CA 92014
SUBJECT: 1st REVIEW FOR SOP 13-02-LA COSTA TOWN SQUARE 63
Thank you for applying for Land Use Permits in the City of Carlsbad. The Planning Division has reviewed
your Site Development Plan, application no. SDP 13-02, as to its completeness for processing.
The application is complete, as submitted. Although the initial processing of your application may have
already begun, the technical acceptance date is acknowledged by the date of this communication. The
City may, in the course of processing the application, request that you clarify, amplify, correct, or
otherwise supplement the basic information required for the application. In addition, you should also
be aware that various design issues may exist. These issues must be addressed before this application
can be scheduled for a hearing. The Planning Division will begin processing your application as of the
date of this communication.
At this time, the City asks that you provide three (3) complete revised sets of the development plans
incorporating the comments below so that the project can continue to be reviewed. The City will
complete the review of your resubmittal within 25 days.
In order to expedite the processing of your application, you are strongly encouraged to contact your
Staff Planner, Van Lynch, at (760) 602-4613, to discuss or to schedule a meeting to discuss your
application and to completely understand this letter. You may also contact each commenting
department individually as follows:
• Land Development Engineering Division: Tecla Levy, Associate Engineer, at (760) 602-2733.
• Fire Department: Greg Ryan, Fire Inspections, at {760) 602-4661.
Sincerely,
~=-:-(Lc_ ;~
Principal Planner
CD:VL:sm
c: Jack Henthorn & Associates, Attn: Jack Henthorn, PO Box 237, Carlsbad, CA 92018
Don Neu, City Planner
Tecla Levy, Associate Engineer
Chris DeCerbo, Principal Planner
File Copy
Data Entry
1635 Faraday Avenue, Carlsbad, CA 92008-7314 T 760-602-4600 F 760-602-8559 ®
e
SOP 13-02 -LA COSTA TOWN SQUARE 63
April 5, 2013
Page 2
ISSUES OF CONCERN
Planning:
1. The City has changed the application name to "La Costa Town Square 63" as there is already a
project named "La Costa Town Square." This was done to differentiate the projects and
reference the correct project by name in the filing and computer system. Please note this new
name on the plans and correspondence.
2. Please add the project numbers to the plans where appropriate. Please remove the reference
to a PUD application on Sheet 3 of 6.
3. On the title sheet, please revise the following:
a. Correct the name of the service provider of reclaimed water to Olivenhain MWD.
b. Remove the reference to the provision of visitor parking in the Parking Summary in that
visitor parking is not required for standard R-1 developments.
c. Add a space between "Town" and "Square" as they run together in the title of the project.
4. Please review the Zoning Ordinance definition for "lot width" and the resultant side yard
setback requirements for standard single family residential lots. The lot width is measured at
the required front yard setback. Many of the lots do not appear to meet the minimum required
side yard setback based upon the lot widths. The plans should show to provide the lot widths as
measured at the front yard setback to determine the required side yard setback.
5. A side yard setback dimension was missing for lot 11 (Sheet 4 of 6).
6. The proposed dwelling unit plans on lots 9 and 53 do not comply with the required setbacks.
Please consider a different plan for these lots in order to comply with the required setbacks,
both yards and top of slope.
7. Please correct the scale of the roof plans to 1/Sth scale.
8. Please add the dimension for the plate heights of the single story plans.
9. On Sheet A1.5, please correct the label on the front elevation from "precast concrete column"
to "recessed window."
10. Do any of the plans include chimneys?
11. Overall the building elevations appear rather plain without much architectural enhancement.
Consider adding additional materials or other architectural forms to add interest to the
elevations. Building elevation 1 only has two of the requisite four complementary design details
per City Council Policy No. 44. large blank wall elevations will need some form of architectural
treatment. Many of the building designs do not use eaves. Eaves would improve the look of the
homes and would not bias the architectural style being presented.
12. Plan 1 does not comply with the reduced second story allowance pursuant to City Council Policy
No. 44 as the second story is not located over the central portion of the home. The purpose of
this single story architectural requirement is to reduce the roof heights along the sides of the
e
SOP 13-02-LA COSTA TOWN SQUARE 63
April 5, 2013
Page 3
home. The bedroom of this unit does not qualify as a loft as it does not meet the definition of a
loft pursuant to Chapter 21.04.330 of the Municipal Code.
13. Please review the rear elevations to show similar architectural features and detail as the front
elevations.
Engineering:
1. As the development of the site grading continues, the plans need to reflect the approved
grading plans (DWG 475-2B) and vise-versa.
Police:
1. Please see attached comment letter from the Police Department.